As filed with the Securities and Exchange Commission on ~~August~~ 14April 24, ~~2009~~ 2017

Registration Number 333-

UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~Form~~ FORM S-1

REGISTRATION STATEMENT ~~UNDER THE SECURITIES ACT OF 1933~~

UNDER

THE SECURITIES ACT OF 1933

DOLE FOOD COMPANY, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0100	99-0035300
North Carolina	0100	99-0035300
(State or other jurisdiction of incorporation or organization	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

One Dole Drive

Westlake Village, California 91362

(818) 879-6600

(Address, including zip code, and telephone number, including area code, of registrant’s of principal executive offices)

~~David~~Johan A.Lindén, ~~DeLorenzo~~ President and Chief Executive Officer

Jared R. Gale, Vice President, General Counsel and ~~Chief~~Corporate ~~Executive Officer~~ Secretary

Dole Food Company, Inc.

One Dole Drive

Westlake Village, California 91362

(818) 879-6600

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Jonathan K. Layne Peter W. Wardle Gibson, Dunn & Crutcher LLP 2029 Century Park East Los Angeles, CACalifornia 90067 (310) 552-8500 CKenneth N. ~~Michael~~Shelton ~~Carter~~T. ~~Dole~~Clark ~~Food~~Fitzgerald ~~Company,~~III ~~Inc.~~Wombly ~~One~~Carlyle ~~Dole~~Sandridge ~~Drive~~& ~~Westlake~~Rice ~~Village~~LLP 2530 Meridian Parkway Suite 400 Durham, ~~California~~North ~~91362~~Carolina 27713 (~~818~~919) ~~879~~484-~~6600~~2300 ~~Alison~~Marc SD. ~~Ressler~~Jaffe ~~Sullivan~~Ian &D. ~~Cromwell~~Schuman ~~LLP~~Latham ~~1888~~& ~~Century~~Watkins ~~Park~~LLP ~~East,~~885 ~~Suite~~Third ~~2100~~Avenue ~~Los~~New ~~Angeles~~York, CANew ~~90067~~York 10022 (~~310~~212) ~~712~~906-~~6600~~1200

As soon as practicable after this Registration Statement becomes effective.

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ☐

Indicate by check mark whether ~~there~~the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or aan ~~smaller~~emerging ~~reporting~~growth company. See the definitions of “large accelerated filer,” “accelerated filer,” ~~and~~ “smaller reporting company,” inand “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o☐ Accelerated filer o☐ Non-accelerated filer þ☒ Smaller reporting company ☐ (Do not check if a smaller reporting company) ~~Smaller~~Emerging ~~reporting~~growth company o☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities		Proposed Maximum		Amount of
Title of Each Class of Securities to be Registered	Proposed MaximumAggregate Offering Price(1)(2)		Amount ofRegistration Fee
to be Registered		Aggregate Offering Price(1)(2)		Registration Fee
Common Stock, $0.001 par value . . . . . . . . . . . ..	$100,000,000		$11,590
Common Stock, $0.001 par value		$	500,000,000	$	27,900

(1)		Estimated solely for the purpose of computing the amount of the registration fee, in accordance with to Rule 457(o) promulgated under the Securities Act of 1933.
(2)		Includes offering price of additional shares that the underwriters have the option to purchase. See “Underwriting.”

(1)	Estimated solely for the purpose of computing the amount of the registration fee, in accordance with to Rule 457(o) promulgated under the Securities Act of 1933, as amended.

(2)	Includes offering price of additional shares that the underwriters have the option to purchase. See “Underwriters.”

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we ~~and the selling stockholder~~ are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion.) ~~Dated August 14, 2009.~~

Issued , 2017.

Shares

LOGO

DOLE FOOD COMPANY, INC.

Common Stock

This is an initial public offering of common stock of Dole Food Company, Inc. We are offering shares of common stock. Prior to this offering, there has been no public market for our common stock since 2013. It is currently estimated that the initial public offering price per share will be between $ and $ .

~~Dole~~We ~~Food~~intend ~~Company,~~to ~~Inc.~~apply ~~is offering shares of~~to ~~common~~have ~~stock.~~our ~~The selling stockholder identified in this prospectus is offering an additional shares of~~ common stock. Welisted ~~will not receive any proceeds from the sale~~on of under ~~shares by~~ the ~~selling~~symbol ~~stockholder~~“ ”.

~~Prior~~See to“Risk ~~this~~Factors” ~~offering,~~beginning ~~there~~on ~~has~~page 14 ~~been~~to noread ~~public~~about ~~market~~factors ~~for~~you ~~our common~~should ~~stock~~consider ~~since~~before ~~2003.~~buying Itshares isof ~~currently estimated that the~~our ~~initial~~common ~~public offering price per share will be between $ and $~~ stock.

We intend to apply to list the common stock on The New York Stock Exchange under the symbol “DOLE”.

See “Risk Factors” beginning on page 9 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Per Share Total Initial price to public $ $ Underwriting discount $ $ Proceeds, before expenses, to Dole Food Company, Inc. $ $ Proceeds, before expenses, to the selling stockholder $ $

Price to Public

Underwriting
Discounts

and
Commissions⁽¹⁾

Proceeds to us,

before

expenses

Per share

Total

To(1) ~~the~~We ~~extent~~have ~~that~~agreed ~~the~~to ~~underwriters~~reimburse ~~sell more than shares of common stock,~~ the underwriters ~~have~~for ~~the~~certain ~~option~~FINRA-related ~~to purchase up to an additional shares of common stock from Dole Food Company, Inc~~expenses. ~~and~~See ~~the selling stockholder at the initial public offering price less the underwriting discount~~“Underwriters. ”

~~The~~We ~~underwriters~~have ~~expect~~granted to ~~deliver~~ the underwriters ~~shares~~an ~~against~~option ~~payment~~to ~~in New~~purchase ~~York,~~up ~~New~~to additional ~~York on , 2009~~shares of common stock.

~~Goldman,~~The ~~Sachs~~underwriters &expect ~~Co.~~to ~~BofA~~deliver ~~Merrill~~the ~~Lynch~~shares ~~Deutsche~~against ~~Bank~~payment ~~Securities~~in ~~Wells~~New ~~Fargo~~York, ~~Securities~~New York on , 2017.

~~Prospectus dated , 2009.~~ Morgan Stanley BofA Merrill Lynch Deutsche Bank Securities

, 2017.

LOGO

Dole®

“We have built this company on quality, and quality, and quality”

-James Dole, 1901

LOGO

Fresh Vegetables

Dole

Health and Longevity

Convenience

Corporate Responsibility

Sustainability

Education

Workers Programs

Health and Wellness Programs

Water Management

Carbon Management

Waste Management

LOGO

~~DOLE~~Fresh Fruit WORLDWIDE Sourcing/Farming Ripening/Distribution Markets Corporate EUROPE, MIDDLE EAST AND AFRICA Albania • Algeria • Austria • Azerbaijan • Bahrain • Belarus • Belgium • Bosnia • Bulgaria • Cameroon • Croatia Czech Republic • Denmark • Estonia • Egypt • Finland • France • Georgia • Germany • Ghana • Greece • Hungary Iceland • India • Ireland • Israel • Italy • Ivory Coast • Jordan • Kazakhstan • Kenya • Kuwait • Latvia • Lebanon • Lithuania Luxembourg • Macedonia • Malta · Morocco • Namibia • Netherlands • Norway • Oman • Poland • Portugal • Qatar • Romania Russia • Saudi Arabia • Senegal • Slovakia • Slovenia • South Africa • Spain • Sweden • Switzerland • Tajikistan • Tunisia Turkey • Ukraine • United Arab Emirates • United Kingdom • Uzbekistan LATIN AMERICA AND CARIBBEAN Argentina • Chile • Colombia • Costa Rica • Dominican Republic • Ecuador • Guatemala • Honduras • Jamaica • Martinique Panama • Peru • Puerto Rico • Uruguay ASIA Australia · China • Hong Kong • Japan • New Zealand • Philippines • Singapore • South Korea • Sri Lanka • Taiwan • Thailand NORTH AMERICA Canada • Mexico • United States Opposite Page (Clockwise from Right to Left) Pineapple fi elds at the foot of Mount Motutu at Dolefi l, Philippines (leased and farmed by the Company). Processing line inside Chumporn cannery, Thailand (owned by a majority subsidiary). Salad processing at the salad plant (owned) in Soledad, California. Ripening and distribution center (owned) in Milan, Italy. Fincas Bananeras organic banana facility (owned), Ecuador. The Dole Colombia, one of Dole’s refrigerated container vessels (long-term lease).

TABLE OF CONTENTS

	Page
Summary		1
Risk Factors		914
Special Note Regarding Forward-Looking Statements		2033
Use of Proceeds		2135
Market Share, Ranking and Similar Information		21
Dividend Policy		36
Dividend Policy		21
Capitalization		37
Capitalization		22
Dilution		39
Dilution		23
Selected Consolidated Financial Data		41
Selected Consolidated Financial Data		25
Management’s Discussion and Analysis of Financial Condition and Results of Operations		44
Management’s Discussion and Analysis of Financial Condition and Results of Operations		28
Business		64
Business		63
Management		80
Management		77
Executive Compensation		86
Executive Compensation		81
Certain Relationships and Related Transactions		97
Principal and Selling Stockholder		99
Description of Capital Stock		100
Material United States Federal Income Tax Considerations for Non-United States Holders		103
Shares Eligible for Future Sale		106
Underwriting		107
Validity of Common Stock		111
Experts		111
Where You Can Find Additional Information		111
Index to Consolidated Financial Statements		F-1

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.


	Page
Certain Relationships and Related Party Transactions		101
Principal Shareholder		103
Description of Certain Indebtedness		104
Description of Capital Stock		107
Shares Eligible for Future Sale		113
United States Federal Income Tax Considerations for Non-U.S. Holders		114
Underwriters		119
Legal Matters		125
Experts		125
Where You Can Find Additional Information		125
Index to Consolidated Financial Statements		F-1

You should rely only on the information contained in this prospectus or in any free-writing prospectus we may specifically authorize to be delivered or made available to you. Neither we nor the underwriters (or any of our or their respective affiliates) authorized ianyone to provide you with additional or different information. Neither we nor the underwriters (or any of our or their respective affiliates) take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where such offers and sales are permitted. The information in this prospectus or any free-writing prospectus is accurate only as of its date, regardless of its time of delivery or the time of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

MARKET SHARE, RANKING AND SIMILAR INFORMATION

The market share, ranking and other information contained in this prospectus is based either on our own estimates, independent industry publications, reports by market research firms or other published independent sources. In each case, we believe that they are reasonable estimates. Market share information is subject to changes, however, and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data-gathering process and other limitations and uncertainties inherent in any statistical survey of market share. In addition, customer preferences can and do change, and the definition of the relevant market is a matter of judgment and analysis. As a result, you should be aware that market share, ranking and other similar information set forth in this prospectus, and estimates and beliefs based on such data, may not be reliable. Market share data for both our fresh fruits and fresh vegetables businesses is based on unit sales. In this prospectus, when we refer to “IPSOS,” we are referring to an online survey conducted in November 2016 by major global research company, IPSOS (through IPSOS Germany), which surveyed approximately 1,000 respondents aged 18-75 years, representative for the U.S. population in private households. In addition, in this prospectus, when we refer to market share for conventional and organic bananas and pineapples in North America and Europe, we are referring to market share for Latin American-sourced conventional and organic bananas and pineapples in such regions.

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TRADEMARKS

This prospectus includes our trademarks, such as DOLE^®, which are protected under applicable intellectual property laws and are the property of Dole Food Company, Inc., or its subsidiaries. Solely for convenience, trademarks, service marks and trade names referred to in this prospectus may appear without the ^®, ^TM or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names. This prospectus may also contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners.

BASIS OF PRESENTATION

References in this prospectus to “Dole,” “the Company,” “we,” “us” or “our” refer to Dole Food Company, Inc. and its consolidated subsidiaries, unless the context requires otherwise. As used in this prospectus, the terms “fiscal,” “fiscal year” and “fiscal year ended” refer to our fiscal year, which ends on the Saturday closest to December 31.

The fiscal years 2016, 2015 and 2014 ended on December 31, 2016, January 2, 2016 and January 3, 2015, respectively. The Company operates under a 52/53 week year. Fiscal 2014 was a 53-week year. Fiscal 2016 and 2015 were both 52-week years.

NON-GAAP FINANCIAL MEASURES

In addition to our results under generally accepted accounting principles in the United States, or GAAP, in this prospectus we also present EBIT before discontinued operations and Adjusted EBITDA, which are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. EBIT before discontinued operations is calculated from net income (loss) by adding the loss or subtracting the income from discontinued operations, net of income taxes, adding interest expense from continuing operations and subtracting the income tax benefit or adding the income tax expense from continuing operations. Adjusted EBITDA is calculated from EBIT before discontinued operations by: (1) adding depreciation and amortization; (2) adding the net unrealized loss or subtracting the net unrealized gain on derivative instruments; (3) adding the net unrealized loss or subtracting the net unrealized gain on foreign currency denominated intercompany borrowings; (4) adding converted share-based award compensation and certain long-term incentive plans expense; (5) adding charges for restructuring; (6) subtracting the gain on asset sales; (7) adding merger transaction, litigation settlement and other related costs; (8) adding the impact of acquisition accounting; (9) adding refinancing charges; and (10) adding packaged salads recall costs.

EBIT before discontinued operations and Adjusted EBITDA are presented in this prospectus because they are important metrics used by management as one of the means by which we assess our financial performance. These measures are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We use EBIT before discontinued operations and Adjusted EBITDA as supplements to GAAP measures of performance to evaluate the effectiveness of our business strategies and to compare our performance relative to our peers. These measures, when used in conjunction with related GAAP financial measures, provide investors with additional financial analytical framework which management uses, in addition to historical operating results, as the basis for financial, operational and planning decisions and present measurements that third parties have indicated are useful in assessing our company and its results of operations.

However, EBIT before discontinued operations and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income (loss) attributable

-ii-

to Dole Food Company, Inc., net income (loss), income (loss) from continuing operations or any other performance measures derived in accordance with GAAP. Additionally, EBIT before discontinued operations and Adjusted EBITDA are not intended to be liquidity measures because of certain limitations such as:

•

they do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

•

they do not reflect changes in, or cash requirements for, our working capital needs;

•

they do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and these non-GAAP measures do not reflect cash requirements for such replacements.

Because of these limitations, EBIT before discontinued operations and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business.

Further, EBIT before discontinued operations and Adjusted EBITDA as used herein may not be calculated in a similar manner to, and are therefore not necessarily comparable with, similarly titled measures of other companies. However, we have included EBIT before discontinued operations and Adjusted EBITDA herein because management believes that EBIT before discontinued operations and Adjusted EBITDA are useful performance measures for us. These non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our operating results or cash flows as reported under GAAP.

In calculating these non-GAAP financial measures, we make certain adjustments that are based on assumptions and estimates that may prove to be inaccurate. In addition, in evaluating our non-GAAP financial measures, you should be aware that we may, in the future, incur expenses that are the same as or similar to those eliminated or adjusted for in this presentation. Our presentation of these non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by any such adjustments. The non-GAAP information in this prospectus should be read in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this prospectus. A reconciliation of these non-GAAP measures to net income (loss), the most directly comparable measure calculated in accordance with GAAP, is set forth in “Summary—Summary Historical Consolidated Financial Information.”

-iii-

SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you ~~should~~ should consider before buying shares in this offering. You should read the entire prospectus carefully, especially the information under “Risk Factors.,” ~~References~~“Management’s inDiscussion ~~this prospectus~~and toAnalysis ~~“Dole,”~~of ~~“the~~Financial ~~Company,” “we,”~~Condition ~~“us”~~and orResults ~~“our~~of Operations” ~~refer~~and toour ~~Dole Food~~audited ~~Company,~~consolidated ~~Inc.~~financial statements and ~~its~~related ~~consolidated~~notes ~~subsidiaries,~~included ~~unless~~elsewhere ~~the context~~in ~~requires~~this ~~otherwise~~prospectus before making an investment decision.

AsOUR ~~used~~COMPANY in this prospectus, the terms “FYE” and “fiscal year ended” refer to our fiscal year, which ends on the Saturday closest to December 31. The fiscal years 2008, 2007 and 2006 ended on January 3, 2009, December 29, 2007 and December 30, 2006, respectively. The Company operates under a 52/53 week year. Fiscal 2008 was a 53-week year. Fiscal 2007 and 2006 were both 52-week years. The first half of each fiscal year is 24 weeks in duration and the first half of fiscal 2009 and 2008 ended June 20, 2009 and June 14, 2008, respectively.

Founded in 1851, Dole Food Company is one of the world’s leading producers, marketers and distributors of fresh fruit and fresh vegetables. We provide retail, wholesale and foodservice customers around the world with a diverse portfolio of the finest, high-quality fresh fruit and vegetable products bearing the DOLE brand and other brands. Our most significant products hold leading market share positions in their respective markets. We are one of the world’s largest producers of bananas ~~Company~~and pineapples, and a leader in other fresh fruit, value-added and fresh-packed vegetables, and berries. We sell and distribute our fruit and vegetable products throughout our network in North America, Europe, Latin America, South Africa and Dubai. We believe our brand has global appeal, as we offer products that provide value and convenience, and align strongly with the growing emphasis on maintaining a healthy, balanced lifestyle.

WeThe ~~are~~DOLE ~~the~~brand ~~world’s~~is ~~leading~~one ~~producer,~~of ~~marketer~~the ~~and distributor~~most ofrecognized brands for fresh fruit ~~and~~in ~~fresh~~the ~~vegetables~~United States, ~~including~~as anevidenced by our 63% unaided consumer brand ~~expanding~~awareness—25% ~~line~~higher than that of ~~value-added~~our ~~products~~closest competitor, according to a survey conducted in 2016 by major global research company IPSOS. In ~~the~~a ~~primary~~recent ~~markets we~~survey ~~serve,~~conducted weby ~~hold~~Reputation Institute measuring the ~~number 1~~reputation orof ~~number 2~~approximately ~~market~~800 ~~share~~companies ~~position~~ in ~~our~~the ~~key~~United ~~product categories~~States, ~~including~~DOLE ~~bananas, packaged~~ranked ~~salads~~as the highest fresh food brand and ~~packaged~~was ~~fruit~~the 18th most reputable brand overall. ~~For~~We believe that consumers and retailers around the ~~last~~world ~~twelve~~both ~~months~~recognize ~~ended~~and ~~June 20,~~associate ~~2009,~~the weDOLE ~~had~~brand ~~revenues~~with ofpremium ~~approximately $7.2 billion~~food products, ~~Adjusted~~which ~~EBITDA~~enables ofus ~~approximately $445 million~~to ~~and~~enter ~~net~~new ~~income~~markets ~~attributable~~and toattract ~~Dole Food Company~~customers, ~~Inc.~~and ofcontributes ~~approximately~~significantly ~~$92 million.~~to ~~See “— Summary~~maintaining ~~Unaudited~~our ~~Pro~~leading ~~Forma~~positions ~~and~~in ~~Historical Consolidated~~the ~~Financial~~markets ~~Data~~that we serve.”

We ~~provide~~have ~~wholesale~~built an integrated supply chain and operating platform by owning farmland, ~~retail~~manufacturing plants, pack houses, ships, containers and port ~~institutional~~and ~~customers~~research facilities. As of March 25, 2017, we owned and operated approximately 124,000 acres of farms and other land holdings around the world, ~~with~~including ~~high~~approximately ~~quality~~14,800 acres ~~food~~of ~~products~~actively ~~that~~marketed ~~bear~~idle ~~the~~land for sale in ~~DOLE® trademarks~~Oahu, Hawaii. WeIn ~~believe~~addition, ~~the~~we ~~DOLE~~own ~~trademarks~~a ~~and~~fleet of 15 refrigerated ships, 13 of which are dedicated to our ~~products~~operations, ~~have~~operate approximately 15,600 refrigerated containers and utilize six salad manufacturing plants. Our iconic brand, ~~global~~commitment ~~appeal~~to asproduct ~~they~~quality, ~~offer~~sustainability, ~~value~~food safety, nutrition education, customer service and ~~convenience~~consumer marketing programs, while ~~also benefiting~~maintaining ~~from~~competitive pricing, enhances our position within the ~~growing~~fresh ~~focus~~food onindustry. ~~health~~We ~~and~~believe ~~wellness~~that ~~among~~our ~~consumers~~infrastructure, combined with our market-leading logistics and distribution management capabilities, allows us to grow, source, process and distribute the highest quality and freshest products worldwide.

~~Founded~~We inbelieve ~~1851,~~our weleading ~~have~~brand ~~built~~position aand ~~fully-~~integrated ~~operating platform~~supply ~~that~~chain ~~allows~~create usa toreliable ~~source,~~business ~~grow,~~model ~~process,~~that ~~market~~will ~~and~~deliver consistent, strong ~~distribute~~financial ~~our~~results. ~~nearly~~For ~~200~~fiscal 2016, ~~products~~we inhad ~~more~~revenue ~~than~~of 90approximately ~~countries~~$4.51 billion, ~~We source~~operating ~~our~~income ~~products~~of ~~worldwide~~approximately ~~both~~$21.4 million, ~~directly~~a onnet ~~Dole-owned~~loss ~~or leased~~of ~~land~~$23.0 million and ~~through~~Adjusted ~~associated~~EBITDA ~~producer and independent grower arrangements under which we provide varying degrees~~ of ~~farming,~~ ~~harvesting,~~approximately ~~packing, shipping and marketing services~~$215. We6 million. ~~then use our global cold storage supply chain that features~~For ~~the~~additional ~~largest~~information ~~dedicated~~regarding ~~refrigerated~~Adjusted ~~containerized fleet in the world~~EBITDA, asincluding ~~well~~a asreconciliation anto ~~extensive~~net ~~network of packaging~~loss, ~~ripening and~~see ~~distribution~~“Non-GAAP ~~centers,~~Financial toMeasures” ~~deliver~~and ~~fresh~~“—Summary ~~Dole~~Historical ~~products~~Consolidated toFinancial ~~market~~Information. ”

We have three business segments: fresh fruit, fresh vegetables, and packaged foods.

• Fresh Fruit: Our fresh fruit segment is a leading worldwide producer, marketer and distributor of fresh bananas, pineapples and other tropical and deciduous fruits with operations in approximately 90 countries. We are one of the world’s largest marketers and distributors of bananas with the number 1 market share in North America and Japan. We are also a leading global producer, marketer and distributor of fresh pineapples and a leading exporter of Chilean fruit. Our fresh fruit segment had revenues of $5.0 billion for the last twelve months ended June 20, 2009. • Fresh Vegetables: Our fresh vegetables segment produces, markets and distributes commodity vegetables and fresh packaged salads and vegetables to retail and foodservice customers primarily in North America, Asia and, to a lesser extent, Western Europe. We have strong volumes and market positions in commodity vegetables which support our number 2 market share in packaged salads. Our fresh vegetables segment had revenues of $1.1 billion for the last twelve months ended June 20, 2009. • Packaged Foods: Our packaged foods segment produces and markets packaged foods, including canned fruit, fruit juices, fruit in plastic cups, jars and pouches and frozen fruit products. Our key packaged foods products are packaged pineapple products and packaged fruit products such as our FRUIT BOWLS® line of individual serving fruit cups. We have the number 1 market share in our key packaged food product categories in the U.S. Our packaged foods segment had revenues of $1.1 billion for the last twelve months ended June 20, 2009.

~~Our Market~~TRANSFORMATION ~~Opportunity~~ SINCE PRIVATIZATION

~~The~~Dole ~~worldwide~~was ~~fresh~~taken ~~produce~~private ~~industry~~by ~~enjoys~~Mr. David ~~consistent underlying~~H. ~~demand~~Murdock ~~and~~in ~~favorable growth dynamics~~November 2013. InSince ~~recent years~~going private, ~~the~~we ~~market~~have inundertaken ~~the~~significant ~~U.S.~~cost ~~for fresh produce has increased~~savings ~~faster~~measures ~~than~~and ~~the~~divestment ~~rate~~ of ~~population~~non-core ~~growth,~~assets. We ~~supported~~have byalso ~~ongoing trends~~made ~~including~~significant ~~greater~~improvements ~~consumer~~across ~~demand~~our ~~for~~global ~~healthy,~~supply ~~fresh and convenient foods~~chain, ~~increased~~particularly ~~retailer~~in ~~square~~the ~~footage~~form ~~devoted~~of ~~to fresh~~farm ~~produce,~~acquisitions and ~~greater~~the ~~emphasis~~delivery ~~among~~of ~~retailers~~three onnew ~~fresh~~West ~~produce~~Coast ~~as a differentiating factor in attracting customers~~vessels.

~~Health-conscious~~The ~~consumers~~acquired ~~are~~farms ~~driving~~have ~~much~~increased ofour ~~the~~owned ~~growth~~acreage ~~in demand~~by ~~for~~approximately ~~fresh~~20%—primarily ~~produce.~~in ~~Over~~Latin ~~the~~America. ~~past~~This ~~several~~increase ~~decades, the~~in ~~benefits of natural, preservative~~company-~~free~~produced ~~foods~~volume ~~have~~has ~~become~~helped ~~an increasingly~~us ~~significant~~to ~~element~~improve ofour ~~the~~negotiating ~~public~~position ~~dialogue~~with ~~on health~~our ~~and~~independent ~~nutrition~~growers. AsIn ~~a result~~addition, ~~consumption~~the ofnew ~~fresh~~acquisitions ~~fruit and~~have ~~vegetables~~added ~~has~~to ~~markedly~~our ~~increased.~~overall ~~According~~product todiversification ~~the U.S. Department of Agriculture~~strategy, ~~Americans~~as ~~consumed~~they ~~an additional~~include 38organic ~~pounds~~pineapple offarms ~~fresh~~in ~~fruit~~Costa Rica and ~~vegetables~~a ~~per~~diversified ~~capita~~fresh ~~in 2006~~fruit ~~compared~~farm toin ~~1987~~Chile.

~~Driven~~Since bygoing ~~consumer~~private, ~~demand~~we ~~for~~have ~~convenient,~~successfully ~~healthy~~brought ~~snacking options,~~three ~~the~~new ~~U.S. packaged~~West ~~fruit~~Coast ~~category~~vessels ~~has~~on-line, ~~experienced growth~~which ofincreased ~~over~~our ~~36%~~capacity inand ~~the~~market ~~past~~share ~~ten~~and ~~years.~~minimized ~~Dole~~our ~~introduced~~shipping ~~FRUIT BOWLS~~costs. By ~~plastic~~maintaining ~~cups~~control inof ~~1999,~~the ~~which~~supply ~~along~~chain, ~~with~~we ~~other~~are ~~innovative packaging~~better ~~items,~~equipped ~~such~~to asprotect ~~fruit~~Dole inproducts ~~resealable~~from ~~plastic~~handling ~~jars~~damage, ~~parfaits~~maintain ~~and~~optimal ~~gels,~~shipping ~~have~~temperatures ~~attracted new users to this category~~ and ~~enabled~~ ~~the~~better ~~DOLE~~control ~~brand to achieve~~ the ~~number~~timing ~~1 market~~of ~~share position~~our inproduct ~~the~~distribution, ~~U.S. packaged~~allowing ~~fruit~~us ~~category.~~to ~~Dole~~consistently ~~also entered~~provide the ~~frozen~~finest, ~~fruit~~high-quality ~~category~~fresh infruit ~~2004.~~and Asvegetable ~~the~~products ~~leading brand, Dole was the first~~ to ~~invest~~our inretail, ~~national~~wholesale ~~consumer~~and ~~awareness~~foodservice customers ~~which~~around ~~has~~the ~~supported 28% category growth since 2004~~world.

AsThese ~~food~~investments ~~retailers~~have ~~compete~~been critical in apreparing ~~consolidating~~us ~~industry, they have sought~~ to ~~increase~~withstand ~~profits~~market byturbulences ~~focusing~~and onheadwinds, ~~higher~~optimizing ~~growth product~~our ~~categories~~competitive ~~and~~position ~~value-added~~within ~~products,~~the ~~which~~industry. ~~generally~~In ~~have~~addition ~~higher margins.~~to Asthese ~~a result~~investments, ~~some~~we ~~retailers~~have ~~are~~also ~~reducing~~undertaken ~~the~~cost ~~dry~~savings ~~goods sections~~measures ofto ~~the~~rationalize ~~store,~~product incosts ~~favor~~as ofwell ~~expanding~~as ~~their~~Selling, ~~selections~~Marketing, ~~of fresh~~ and ~~chilled~~General ~~items. This trend provides Dole with new product~~ and ~~merchandising~~Administrative ~~opportunities~~Expenses, ~~for~~or ~~fresh~~SMG&A. ~~produce~~We ~~and~~have also ~~packaged~~strategically ~~foods~~divested, ~~especially~~and ~~for~~continue ~~our~~to ~~value~~divest, non-~~added~~core ~~lines~~assets, such as ~~packaged~~ ~~salads,~~idle ~~FRUIT~~land ~~BOWLS~~in Hawaii and our Swedish fresh fruit inprocurement ~~plastic~~and ~~jars.~~distribution ~~Fully~~operation, to ~~integrated~~right-size ~~produce~~our ~~companies,~~operations ~~such~~and aseliminate ~~Dole,~~assets ~~are~~not ~~well~~essential ~~positioned~~ to ~~meet~~our ~~the~~business. ~~needs~~These ofinvestments ~~large~~and ~~retailers~~cost ~~through~~savings ~~the~~measures ~~delivery~~have ~~of consistent,~~transformed ~~high-quality~~our ~~produce,~~financial ~~reliable service~~position, ~~competitive pricing~~resulting ~~and~~in ~~innovative~~an ~~products~~increase ~~responsive~~in toAdjusted ~~consumer~~EBITDA ~~demand.~~of In$109.9 million ~~addition,~~in ~~these~~three ~~companies,~~years ~~including~~from ~~Dole,~~$105.7 million ~~have~~in ~~sought~~fiscal 2013 to ~~strengthen~~ ~~relationships~~$215.6 million ~~with~~in ~~leading~~fiscal ~~retailers~~2016. ~~through value-added~~For ~~services~~additional ~~such~~information asregarding ~~banana~~Adjusted ~~ripening~~EBITDA, ~~and~~including ~~distribution, category~~a ~~management~~reconciliation to net loss, ~~branding~~see “Non-GAAP ~~initiatives~~Financial Measures” and ~~establishment~~“—Summary ~~of long-term~~Historical ~~supply~~Consolidated ~~agreements~~Financial Information. ”

~~Our Competitive~~OUR ~~Strengths~~ MARKET OPPORTUNITY

The combined U.S. and European market for fresh fruit and vegetables is approximately $392 billion, with just over $115.0 billion ~~Our~~and ~~competitive~~$277.0 billion ~~strengths~~in ~~have~~sales ~~contributed~~in 2013 in the United States and Europe, respectively, according to ~~our~~MarketLine ~~strong~~research report published in 2015. The worldwide fresh produce industry exhibits consistent underlying demand and favorable growth ~~historical~~dynamics. ~~operating~~In ~~performance~~recent years, the U.S. fresh produce market has increased faster than the rate of population growth, supported by ongoing trends, including greater consumer demand for healthy, fresh and ~~should~~convenient ~~enable~~foods usand togreater emphasis among ~~capitalize~~retailers on ~~future~~fresh ~~growth~~produce as a differentiating factor in attracting customers. Internationally, we believe there are significant opportunities:, particularly in developing markets where annual per capita consumption of fruit and vegetables currently lags behind that of the developed world.

•Health-conscious ~~Market~~consumers ~~Share~~are ~~Leader.~~driving ~~Our~~much ~~key~~of ~~products hold~~ the ~~number~~growth ~~1 or number 2 positions~~ in ~~their~~demand ~~respective~~for ~~markets~~fresh produce. Over ~~We maintain number 1 market share positions in bananas in North America and Japan and~~ the ~~number~~past 1several ~~market~~decades, ~~share position in~~ the ~~U.S.~~benefits ~~in packaged fruit products, including our line~~ of ~~plastic fruit cups called FRUIT BOWLS~~natural, ~~FRUIT BOWLS in Gel, Fruit Parfaits and fruit in plastic jars. Our leadership position provides us with global scale and support for our world~~preservative-~~class~~free ~~production,~~foods ~~distribution~~have ~~and~~become ~~marketing~~a ~~platform~~significant ~~that~~element ~~would be difficult for others to replicate. • Strong Global Brand. The DOLE brand was introduced in 1933 and is one~~ of the ~~most~~public ~~recognized~~focus ~~brands~~on ~~for~~health ~~fresh~~ and ~~packaged produce in the United States~~nutrition, as evidenced by ~~DOLE’s~~the 57expected 13% ~~unaided~~annual ~~consumer~~growth ~~brand~~rate ~~awareness~~in —the ~~almost~~global ~~three~~organic ~~times~~food ~~that of DOLE’s nearest competitor~~market, according to aTechSci ~~major global research company (TNS NFO)~~Research. As ~~Consumer~~a ~~and~~result, ~~institutional~~consumption ~~recognition~~ of ~~the~~fresh ~~DOLE~~fruit ~~trademark~~ and ~~related~~vegetables ~~brands~~has ~~and~~increased ~~the association of these brands with high quality food products contribute significantly to our leading positions~~ in the ~~markets~~United ~~that~~States weand ~~serve.~~Western ~~Additionally~~Europe, byaccording ~~implementing~~to aEuromonitor ~~global~~International. ~~marketing~~In ~~program~~addition, wedemand ~~believe~~for wefresh ~~have~~produce ~~made~~is ~~the~~aided ~~distinctive~~by ~~red~~favorable demographic ~~“DOLE”~~trends ~~letters~~such ~~and~~as ~~sunburst~~rising aincome ~~familiar~~levels ~~symbol of freshness~~ and ~~quality~~an ~~recognized~~aging inpopulation. ~~the~~In ~~aisles of~~ the ~~supermarket~~United ~~and~~States, ~~around~~growth ~~the~~in ~~world.~~Hispanic •and ~~State~~Asian-~~of-the-Art~~American ~~Infrastructure~~population ~~and Supply Chain Management. Our production~~segments, ~~processing,~~both ~~transportation and distribution infrastructure is state-~~of~~-the-art,~~ ~~enabling~~which usspend tomore ~~efficiently~~than ~~deliver among~~ the ~~highest~~overall ~~quality and freshest product to our customers~~U.S. average ~~Dole quality starts right~~ on ~~the~~fresh ~~farm~~produce, ~~and that quality~~ is ~~preserved~~also ~~and~~driving growth.

~~protected~~As infood ~~our~~retailers ~~proprietary~~seek ~~farm-~~to~~-customer~~ ~~refrigerated~~differentiate ~~supply~~themselves ~~chain.~~within ~~Our~~a ~~network~~competitive ~~provides~~industry, athey ~~closed-loop~~have sought ~~cold~~to ~~storage~~increase ~~supply~~profits ~~chain~~by ~~that~~focusing ~~enables~~on ~~the~~higher ~~worldwide~~growth ~~transport~~fresh ofproduce ~~perishable~~categories ~~products~~ and isvalue-added ~~the~~products, ~~key~~which togenerally ~~Dole~~have ~~quality~~higher margins and ~~shelf~~are ~~life.~~forecasted ~~The~~to ~~investments~~grow inat ~~our~~an ~~infrastructure,~~annual ~~including~~rate ~~the~~of ~~DOLE~~4.5% ~~trademark,~~according ~~farms,~~to ~~packing~~Nielsen. We ~~houses,~~believe ~~manufacturing~~that ~~facilities~~we ~~and~~can capitalize ~~shipping~~on ~~assets,~~this ~~and~~trend ~~our~~by ~~market-leading~~introducing ~~logistics~~new and ~~distribution~~innovative ~~capabilities,~~products ~~allow~~in usour ~~to act as a preferred~~ fresh ~~and~~produce ~~packaged food provider to leading global supermarkets~~ and ~~mass~~value-added ~~merchandisers~~lines.

•Consumers ~~Diversity~~are increasingly ofdemanding ~~Sourcing Locations. We currently source our fresh fruits and vegetables from 25 countries and distribute~~ products produced in ~~more~~a ~~than~~sustainable ~~90 countries. In addition to owning~~ and ~~operating~~responsible ~~our own farms, we have developed a unique worldwide network of over 9,000 farmers who proudly produce to our standards~~manner. We are ~~not~~committed ~~dependent~~to oncontinually ~~any~~improving ~~one~~our ~~country~~agricultural ~~for~~practices ~~the~~and ~~sourcing~~delivering ofmore ~~our~~sustainable products. ~~The diversity of our production sources allows us~~ to ~~consistently access~~ the ~~highest quality products while also reducing our exposure to events unique in any given region~~market. ~~• Low-Cost Production Capabilities.~~ Our ~~supply~~policies, ~~chain~~practices and ~~global~~their effective ~~sourcing~~implementation ~~network enable us to be a low cost producer~~ in ~~many of~~ our ~~major~~operations ~~product lines, including bananas, North American fresh vegetables and packaged fruit products. Over the last several years we~~ have ~~undertaken~~been ~~various~~recognized ~~initiatives~~by tomultiple ~~achieve and maintain this low~~third-~~cost~~party ~~position~~certifications, ~~including~~such ~~leveraging~~as ~~our~~Rainforest ~~global~~Alliance, ~~logistics~~Fairtrade ~~infrastructure~~and ~~more efficiently~~GLOBALG.A.P. We ~~intend to~~ maintain ~~these low-cost positions through~~ a ~~continued~~culture ~~focus on operating efficiency. • Strong Management Team. Our management team has a demonstrated history~~ of ~~delivering~~transparency ~~strong~~and ~~operating~~believe ~~results~~that ~~through~~customers’ ~~disciplined~~demand ~~execution.~~for increasingly ~~Our~~sustainable ~~current management team is led by David A. DeLorenzo~~products, ~~who~~coupled ~~rejoined Dole as President and Chief Executive Officer in June 2007~~ with ~~approximately 30 years of past experience with Dole. Under his guidance and supported by~~ our ~~strong~~leading ~~management~~industry ~~team,~~position ~~Dole’s net revenues have increased from $6.0 billion~~ in ~~2006~~sustainability tobest ~~$7.2~~practices ~~billion~~and ~~for the last twelve months ended June 20~~research, ~~2009.~~further ~~Adjusted~~drive ~~EBITDA~~our ~~has~~ability ~~increased from $293 million for fiscal year 2006~~ to ~~$445~~capture ~~million~~market ~~for~~share ~~the last twelve months ended June 20, 2009,~~ and ~~net~~drive ~~income~~higher ~~attributable to Dole Food Company, Inc~~margins. ~~has increased to $92 million over the same periods.~~

~~Our Strategy~~ OUR COMPETITIVE STRENGTHS

~~Key~~Our ~~elements~~competitive ofstrengths have contributed to our ~~strategy~~strong ~~include:~~historical operating performance, and we believe they will enable us to capitalize on future growth opportunities. Our competitive strengths are:

•Industry-Leading ~~Continue~~Company towith ~~Leverage~~Iconic ~~our Strong~~ Brand ~~and Market Leadership Position~~. ~~Our~~The ~~key~~DOLE ~~products~~brand ~~hold~~is one of the ~~number~~most 1recognized orbrands ~~number~~for 2fresh ~~market~~fruit ~~share positions~~ in ~~their~~the ~~respective~~United ~~markets.~~States, Weas ~~intend~~evidenced toby ~~maintain those positions and continue to expand~~ our ~~leadership~~63% inunaided ~~new~~consumer ~~product~~brand ~~areas~~awareness—25% ashigher ~~well~~than asthat ~~with new customers. We have a history~~ of ~~leveraging~~ our ~~strong~~closest ~~brand~~competitor, according to ~~successfully~~a ~~enter,~~survey ~~and~~conducted in ~~many~~2016 ~~cases~~by ~~become~~major ~~the~~global ~~largest~~research company ~~player~~IPSOS. ~~in,~~In ~~value-added~~a ~~food~~recent ~~categories.~~survey Weconducted ~~intend~~by toReputation ~~continue~~Institute tomeasuring ~~evaluate~~the ~~and~~reputation ~~strategically~~of ~~introduce~~approximately ~~other~~800 companies ~~branded products~~ in the ~~value-added~~United ~~sectors~~States, ofDOLE ~~our~~ranked ~~business.~~as •the ~~Focus~~highest onfresh ~~Value-Added~~food ~~Products.~~brand Weand ~~intend~~was tothe ~~continue~~18th ~~shifting~~most ~~our~~reputable ~~product~~brand ~~mix~~overall. ~~toward~~Our ~~value-added~~most ~~food~~significant ~~categories~~products ~~while~~hold ~~maintaining~~leading ~~and~~market ~~building~~shares ~~on our leadership positions~~ in ~~fresh~~their ~~fruits~~respective ~~and vegetables~~markets. For example, we ~~have~~are ~~successfully~~the ~~increased~~market ~~our~~share ~~percentage~~leader offor ~~revenue~~conventional ~~from~~and ~~value-added~~organic bananas ~~products~~ in ~~our~~North ~~fresh~~America ~~vegetables~~ and ~~packaged~~hold ~~foods~~the ~~businesses,~~number ~~where~~three ~~our~~market ~~packaged~~share ~~salad~~position ~~lines and FRUIT BOWL and other non-canned products now account~~ for ~~approximately~~bananas ~~53%~~in ~~and 58% of those businesses’ respective revenues~~Europe. Additionally, ~~Value-added~~we ~~food~~hold ~~categories~~the ~~are~~number ~~growing~~two atmarket ashare ~~faster~~position ~~rate~~for ~~than~~pineapple ~~traditional~~in ~~commodity~~North ~~businesses~~America and ~~typically~~the ~~generate~~number ~~stronger~~three ~~margins.~~market Weshare ~~plan~~position ~~to continue to address the growing demand~~ for ~~convenient~~pineapples in ~~and~~Europe. ~~innovative~~Through ~~products by investing in~~ our ~~higher~~global ~~margin~~marketing efforts, ~~value-added~~we ~~food~~believe ~~businesses.~~we •have ~~Build~~made onthe ~~Strong~~distinctive ~~Presence~~red in“DOLE” ~~Stable~~letters ~~Markets~~ and ~~Expand~~sunburst ina ~~High-Growth~~familiar ~~Markets.~~symbol ~~We intend to continue to reap the benefits~~ of ~~our~~freshness ~~strong brand~~ and ~~market position in profitable~~quality, ~~stable~~strongly ~~markets~~recognized ~~such~~in assupermarkets ~~North~~around ~~America,~~the ~~Western Europe, and Japan~~world. ~~Additionally,~~We webelieve ~~are~~that consumers ~~focusing~~and onretailers ~~expansion~~recognize inand ~~higher~~associate ~~growth~~the ~~markets~~DOLE ~~such~~brand aswith ~~China~~premium ~~and~~food ~~Eastern Europe~~products, ~~where~~which weenables ~~believe~~us ~~our~~to ~~capabilities~~enter innew ~~delivering~~markets ~~fresh~~ and ~~high~~attract ~~quality products that also offer health~~customers, ~~wellness~~ and ~~convenience~~contributes ~~benefits,~~significantly ~~will~~to ~~enhance~~maintaining ~~the~~our ~~existing~~leading ~~growth~~positions ~~and~~in ~~profitability~~the ofmarkets ~~our~~that ~~business~~we serve.

Highly Diversified Product Offering, Sourcing and Customer Base. We offer over 180 products grown and sourced from approximately 20 countries in various regions, which are distributed and marketed to over 75 countries. Our diverse product offering allows us to reach a broad retail and consumer base while mitigating adverse market conditions associated with any single product. We are similarly not dependent on any one geography or grower for the sourcing of our products, which reduces our risk from exposure to natural disasters and political disruptions in any one particular country, while allowing access to the highest quality products. In fiscal 2016, no third-party grower represents more than 10% of our sourced banana and pineapple volume. Our largest customers are leading retail, wholesale and foodservice customers in North America and Europe, none of which contributed more than 10% of total sales in fiscal 2016. We believe our worldwide customer base allows us to reach a broad consumer base, limits potential exposures to adverse economic conditions in any given region or country, and allows us to develop strong relationships with domestic and international retailers who benefit from our scale, capabilities and infrastructure.

Vertically Integrated Supply Chain and Asset Base Enabling Low Cost Production. Our production, processing, transportation and distribution infrastructure enables us to consistently and efficiently deliver the

• finest, ~~Focus~~high-quality fresh fruit and vegetable products to our customers. Our quality starts on ~~Improving~~the ~~Operating~~farm, ~~Efficiency~~where we own or lease approximately 150,000 acres of land around the world. This investment in land provides us with production diversity and ~~Cash~~capacity, ~~Flow~~and an improved negotiating position with our independent growers. The quality of our product is protected throughout our farm-to-customer supply chain, which is integral to our products’ quality and shelf life. Our robust, integrated supply chain differentiates us from independent growers who cannot readily supply high-quality fresh produce on a global scale, as demanded by our global customer base. Furthermore, our supply chain and global sourcing network enables us to be a low-cost producer in many of our major product lines. Over the last several years, we have undertaken various initiatives to achieve and maintain this low-cost position, including investing in manufacturing facilities as well as in farms, and leveraging our extensive logistics infrastructure more efficiently. We intend to ~~continue~~maintain tothese low-cost positions through a continued focus on ~~profit~~operating ~~improvement~~efficiency. ~~initiatives~~The investments in our infrastructure, market-leading logistics and ~~maximizing~~distribution ~~cash~~management ~~flow~~capabilities allow us to act as a preferred fresh fruit and vegetable provider to leading retail, wholesale and foodservice customers around the world by: ensuring competitively priced products delivered with the highest levels of service and quality.

•Leader ~~Analyzing~~in Corporate Sustainability and Responsibility. We place great emphasis on corporate social responsibility in the form of providing education, workers programs and health & wellness programs for our ~~current~~employees ~~customer~~and ~~base~~independent growers in certain regions where we do business. We believe these initiatives ultimately improve performance of our employees and ~~focusing~~independent growers. We believe that we are also at the forefront of responsible and sustainable production practices. Our focus on ~~profitable~~sustainability ~~relationships~~benefits ~~with~~our ~~strategically~~owned ~~important~~resources and is an increasing area of focus for consumers and therefore also for our customers;. •Additionally, ~~Leveraging~~these practices align with our ~~purchasing~~organic ~~power~~offerings and have contributed to ~~reduce~~our leading positions in organic bananas and pineapples. We have been recognized by several third-party certifications, such as the Rainforest Alliance, Fairtrade and GLOBALG.A.P., for our ~~costs~~leading ofsustainability ~~raw~~practices. ~~materials;~~Ultimately, we believe being a leader in corporate sustainability and •responsibility, ~~Focusing~~or ~~capital~~CSR, ~~investments~~is toa ~~improve~~major competitive ~~productivity~~differentiator that resonates strongly with consumers and will help us attract new customers and increase our leading market share with our existing customers.

Strong Management Team. Our inspiration and vision comes from Mr. Murdock, who has been at the forefront of Dole and the fresh produce industry for over 30 years. Our day-to-day operations are led by President and Chief Executive Officer Johan Lindén ~~Summary~~and Chief Financial Officer Johan Malmqvist, each of whom has a track record of success with Dole and other leading organizations. Johan Lindén has been with Dole for over 16 years and, prior to his promotion, was instrumental to the ~~Risk~~growth ~~Factors~~and success of Dole Europe, where he served in various roles, including most recently as President. Johan Malmqvist joined Dole in 2014 from Perstorp Holding AB, where he served as CFO, and has effectively enacted and implemented financial policies contributing to the Company’s transformation since its privatization. The leaders of our primary operating businesses, Renato Acuña, Tim Stejskal and Francisco Chacon, have an average tenure with Dole of over 23 years and are industry leaders in their respective product categories. The remainder of the senior management team has extensive experience both with Dole and within the fresh produce industry, with an average tenure at Dole of over 14 years. Collectively, the senior management team has successfully delivered strong operating and financial results through disciplined execution and implementation of Mr. Murdock’s vision. We believe our management team is a key driver of our success and positions us well for long-term growth.

An investment in our common stock involves various risks. You should consider carefully the risks discussed below and under “Risk Factors” before purchasing our common stock.

• Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our business. • Our business is highly competitive and we cannot assure you that we will maintain our current market share. • Our earnings are sensitive to fluctuations in market prices and demand for our products, as well as seasonal variability. • Increases in commodity or raw product costs, such as fuel, paper, plastics and resins, could adversely affect our operating results. • We face risks because we operate in numerous countries throughout the world, such as currency exchange fluctuations, political changes and economic crises, as well as legal and regulatory changes. • Our substantial indebtedness could adversely affect our operations, including our ability to perform under our debt obligations, and we may incur significant additional indebtedness. • We may be unable to generate sufficient cash flow to service our substantial debt obligations. • There has been no prior public market for our shares since 2003 and an active market may not develop or be maintained, which could limit your ability to sell shares of our common stock.

Principal Stockholder and History

David H. Murdock acquired a controlling interest in Dole (then called Castle & Cooke, Inc.) in 1985 through the acquisition of Flexi-Van Leasing, Inc. Mr. Murdock was named Chairman and Chief Executive Officer of Castle & Cooke, Inc. 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, Inc. private. On March 28, 2003, Mr. Murdock took Dole private in a going-private merger transaction. Mr. Murdock owns interests in a variety of other businesses and has been an active private investor for over 45 years.

Contemplated Transactions in Connection with the Offering

Prior to the consummation of this offering, we intend to complete transactions which will result in the elimination of the current cross-default provisions that exist between our senior secured facilities and certain indebtedness of our parent company, DHM Holding Company, Inc., or DHM Holdings, and its affiliates. As a result, no event of default under one of these loans would cause an event of default under our senior secured credit facilities. In addition, we are exploring certain structuring alternatives involving DHM Holdings in order to more efficiently operate as a public company, any of which would be completed prior to the consummation of this offering. Such alternatives could include a merger or other combination with DHM Holdings, but in connection with any such combination, DHM Holdings’ interests and liabilities in Westlake Wellbeing Properties, LLC, a hotel

~~operating~~OUR ~~company,~~STRATEGY would be transferred to affiliates of Mr. Murdock. We may also consider transferring ownership interests in certain non-core land we currently hold, including in Hawaii, to other affiliates of Mr. Murdock.

Our mission is to provide the finest, high-quality fresh fruit and vegetable products to our customers, and to be a produce industry leader in ~~Corporate Information~~ health, nutrition education and research. We believe we can best achieve our mission by implementing the following strategy:

Focus ~~Dole~~on ~~Food~~Innovation ~~Company~~to Enhance Our Diverse Product Offering and Leading Market Position. We remain focused on the expansion of our product portfolio, ~~Inc~~our customer base and our positions within the markets we serve. ~~was~~We introduced ~~incorporated~~16 new invalue-added ~~Delaware~~products in ~~July~~fiscal 2016 and recently introduced GO BERRIES!TM, a new berries product that enhances convenience through innovative, patent pending packaging ~~2001~~design. ~~Our~~We ~~principal~~believe ~~executive~~that ~~offices~~our ~~are~~continued ~~located~~focus aton ~~One~~product ~~Dole~~innovation and diversification will enable us to capitalize on emerging consumer trends and expand our leadership position within the industry. It will also prevent reliance on a single product, ~~Drive~~region, ~~Westlake~~grower ~~Village~~or customer, ~~California 91362-7300~~and enable us to continue delivering the finest, high-quality fresh fruit and vegetable products to our ~~telephone~~ ~~number~~customers ~~is (818) 879-6600~~and consumers worldwide. We are committed to our organic programs, for both pineapples and bananas, which ~~Our~~add ~~website~~to isour ~~located~~product atdiversification, ~~www~~strengthen customer relationships and serve as a competitive differentiator.~~dole.com.~~ ~~The~~For ~~information~~our diversified fruit category, we will continue diversifying our product portfolio by expanding our sourcing footprint, enabling us ~~contained~~to oneffectively service markets with counter-seasonal growing operations. For our ~~website~~value-added isvegetables ~~not~~category, awhich ~~part~~is one of ~~this~~the ~~prospectus. DOLE®~~top growing categories in the produce industry, we intend to remain focused on both the ~~DOLE~~diversification ~~logo~~of our product portfolio and ~~other~~our ~~trademarks~~market orposition ~~service~~by ~~marks~~remaining on the cutting edge of ~~Dole appearing~~product ininnovation. ~~this~~We ~~prospectus~~believe ~~are~~our ability to meet the ~~property~~changing needs of ~~Dole~~both ~~Food Company,~~our ~~Inc~~customers and consumers will be a continued source of growth.

Leverage our Integrated Supply Chain. We are integrated and maintain control of our products from the farm to our customers. We own farmland, manufacturing plants, ships, containers and port and research facilities. Over the past few years, we have made considerable investments in new farms, equipment and vessels. These investments have enabled ~~The~~lower-cost production and more efficient delivery of our fresh, high-quality products. Our recent farm purchases give us more control over supply and less reliance on independent growers, providing pricing leverage and limiting exposure to the spot ~~Offering~~market. A number of these purchases will reach their full potential over the next few years, as we bring our operating technologies fully to bear and certain replantings reach full maturity, which will optimize yield at the lowest level of operating cost. Our investments in our industry-leading shipping fleet provide us complete control over the handling and delivery of our key products. Controlling the shipping process allows us to ensure that our products reach the market at the peak of freshness and quality. We believe that this level of control of our supply chain is a distinct competitive advantage and that recent investments will provide cost leverage, resulting in improving margins, as we scale our operations.

~~Common~~Focus ~~stock~~on ~~offered~~Operating ByMargin ~~Dole~~Improvement ~~shares~~and ByCash ~~the~~Flow ~~selling~~Generation. ~~stockholder~~We ~~shares~~intend ~~Total~~to ~~shares~~focus ~~Common~~on ~~stock~~operating tomargin improvement bethrough ~~outstanding~~cost ~~after~~savings ~~this~~and ~~offering~~improved ~~shares~~pricing ~~Over-allotment~~and ~~option~~product ~~shares~~mix. ~~Use~~We ofhave ~~proceeds~~a Tocost ~~pay~~savings ~~down~~culture ~~indebtedness~~that ~~and~~includes rationalizing SMG&A, ifoptimizing ~~any~~our ~~remains~~supply ~~thereafter,~~chain ~~for~~and ~~general~~improving ~~corporate~~synergies ~~purposes~~across divisions. WeKey ~~will~~near-term ~~not~~cost ~~receive~~saving ~~any~~strategies include ofoptimizing the ~~proceeds~~use ~~from~~of recently purchased farms, continuing the ~~sale~~rationalization of ~~shares~~our byfootprint of locations and offices, improving the ~~selling~~flexibility ~~stockholder~~of certain plants to produce multiple products cost effectively and implementing already-developed new growing and harvesting technologies. ~~See~~To ~~“Use~~improve pricing and mix, we believe that we will benefit from product innovations, continued growth in our higher margin organic programs, and greater penetration of ~~Proceeds”~~value-added ~~for~~products with ~~additional~~customers, ~~information~~among other factors. ~~Dividends~~In Weaddition doto ~~not~~our ~~anticipate~~operating ~~paying~~margin ~~any~~improvements, we also improve cash ~~dividends~~flow generation by being actively engaged in the ~~foreseeable~~divestment ~~future~~of our non-core assets, particularly the approximately 14,800 acres of idle land we own in Hawaii. ~~Proposed~~We ~~New~~will ~~York~~continue ~~Stock~~to ~~Exchange~~focus ~~symbol~~both ~~DOLE~~on improving our cost structure and the divestment of non-core assets and operations, while investing in our core assets and markets at levels consistent with our growth plan. We also plan to utilize this cash flow to reduce our debt levels.

~~Except~~Remain asDedicated ~~otherwise~~to ~~indicated,~~Corporate ~~all~~Sustainability ofand Responsibility. We are at the ~~information~~forefront inof ~~this prospectus~~responsible ~~assumes:~~and sustainable production practices. We intend to continue to devote our resources to these policies and

• the underwriters do not exercise their over-allotment option; and • a for stock split of our common stock.

collaborate with our retail partners, including international retail partners such as BAMA and EDEKA, to increase availability of sustainably and organically farmed fresh produce. Our ~~Summary Unaudited~~industry-leading ~~Pro~~position ~~Forma~~in CSR has allowed us to gain and ~~Historical~~retain ~~Consolidated~~customers ~~Financial~~who place emphasis on sustainability and responsibility, and we believe that it will continue to be a competitive differentiator and growth driver, particularly as ~~Data~~ corporate and social responsibility becomes a larger part of the social dialogue.

~~The~~SUMMARY ~~following~~RISK ~~table~~FACTORS sets forth a summary of our consolidated financial data. We have derived the summary historical consolidated financial data for the years ended January 3, 2009, December 29, 2007 and December 30, 2006 from the audited financial statements and related notes included elsewhere in this prospectus. We derived the summary historical consolidated financial data as of June 20, 2009 and for the half year ended June 20, 2009 and June 14, 2008 from the unaudited condensed consolidated financial statements included elsewhere in this prospectus, which, in the opinion of our management, have been prepared on the same basis as the audited financial statements and reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of our results of operations and financial position for such periods. Results for the half year ended June 20, 2009 and June 14, 2008 are not necessarily indicative of results that may be expected for the entire year. The summary historical consolidated financial data set forth below are not necessarily indicative of the results of future operations and should be read in conjunction with the audited and unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this prospectus and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Half Year Ended(1)						Fiscal Year Ended(1)
	June 20,			June 14,			January 3,			December 29,			December 30,
	2009			2008			2009			2007			2006
	(Dollars in millions, except per share and share data in thousands)
Statement of Operations Data:
Revenues, net:	$	3,311		$	3,723		$	7,620		$	6,821		$	5,991
Operating income		231			175			275			149			136
Income (loss) from continuing operations, net of income taxes		123			152			147			(38	)		(40	)
Income (loss) from discontinued operations, net of income taxes		—			1			(27	)		(16	)		(50	)
Gain on disposal of discontinued operations, net of income taxes		2			—			3			—			3
Net income (loss)		125			153			123			(54	)		(87	)
Less: Net income attributable to noncontrolling interests		(2	)		(1	)		(2	)		(3	)		(3	)
Net income (loss) attributable to Dole Food Company, Inc.	$	123		$	152		$	121		$	(57	)	$	(90	)
Income (loss) from continuing operations per share, basic and diluted(2)	$			$			$			$			$
Weighted average shares used in computing basic and diluted net income (loss) per share(2)

Our business is subject to numerous risks and uncertainties, including, but not limited to, those arising from:

•

adverse weather conditions, natural disasters, crops disease, pests and other natural conditions;

•

our ability to compete in a highly competitive industry and to maintain our current market share;

•

our ability to effectively manage fluctuations in market prices, demand for our products and seasonal variability;

•

the consequences of increases in commodity or raw product costs, such as fuel, paper, plastics and resins;

•

the consequences of the use of herbicides and other potentially hazardous substances in our operations, which may lead to environmental damage and result in increased costs to us;

•

our ability to manage our costs of borrowing, liquidity and disruptions to the operations of suppliers in light of global capital and credit market issues;

•

changes in the regulatory regimes governing the areas of food safety and protection of human health and the environment;

•

our exposure to the risk of product contamination, and associated regulatory and legal action, product liability claims and assorted transportation risks;

•

our ability to effectively manage any changes in general economic, political and social conditions;

•

our substantial indebtedness, and our ability to perform under our current debt obligations or additional future indebtedness;

•

our ability to generate sufficient cash flow to service our substantial debt obligations and fund our operations;

•

our ability to operate our business under agreements governing certain of our indebtedness containing restrictive covenants that restrict or prohibit our ability to engage in or enter into a variety of transactions; and

•

our relationship with David H. Murdock and his controlled companies and their significant ownership of our common stock.

You should carefully consider all of the information set forth in this prospectus and, in particular, the information in “Risk Factors,” beginning on page 14 of this prospectus prior to making an investment in our common stock. These risks could, among other things, prevent us from successfully executing our strategies and could have a material adverse effect on our business, financial condition and results of operations.

RECENT DEVELOPMENTS

We have signed a term sheet to acquire the Dole Hawaii Plantation Store, or the Dole Plantation, from Castle & Cooke Properties, Inc., an affiliate of Dole. The Dole Plantation is one of Hawaii’s leading attractions. It provides a variety of activities catering to all ages, including the Pineapple Express Train Tour, the Plantation

	Half Year Ended(1)						Fiscal Year Ended (1)
	June 20,			June 14,			January 3,			December 29,			December 30,
	2009			2008			2009			2007			2006
	(Dollars in millions)
Other Financial Data:
Revenues, net:
Fresh Fruit	$	2,343		$	2,695		$	5,401		$	4,737		$	3,969
Fresh Vegetables		492			511			1,087			1,060			1,083
Packaged Foods		476			517			1,131			1,023			938
Other								1			1			1
Total revenues, net		3,311			3,723			7,620			6,821			5,991
EBIT:
Fresh Fruit		195			184			306			172			105
Fresh Vegetables		13			(2	)		1			(21	)		(7	)
Packaged Foods		46			31			71			80			93
Corporate:
Unrealized gain (loss) on cross currency swap		(7	)		(13	)		(51	)		(11	)		20
Operating and other expenses		(19	)		(23	)		(54	)		(59	)		(53	)
Total EBIT(3)		228			177			273			161			158
Reconciliation of income (loss) from continuing operations to EBIT and Adjusted EBITDA:
Income (loss) from continuing operations	$	123		$	152		$	147		$	(38	)	$	(40	)
Interest expense		88			85			174			195			175
Income taxes		17			(60	)		(48	)		4			23
EBIT(3)		228			177			273			161			158
Depreciation and amortization from continuing operations		55			64			138			151			144
Net unrealized (gain) loss on derivative instruments		(7	)		6			49			22			(20	)
Foreign currency exchange (gain) loss on vessel obligations		7			(2	)		(21	)		1			11
Gain on asset sales		(17	)		(12	)		(27	)		—			—
Adjusted EBITDA(3)	$	266		$	233		$	412		$	335		$	293
Adjusted EBITDA margin(4)		8.0	%		6.3	%		5.4	%		4.9	%		4.9	%
Capital expenditures from continuing operations	$	18		$	24		$	74		$	104		$	115

Garden Tour, the Pineapple Garden Maze and a plantation store. We anticipate that the acquisition of the Dole Plantation will add to our earnings, further enhance our brand and drive consumer awareness. We anticipate that the acquisition of the Dole Plantation will be completed by mid-2017. This offering is not conditioned upon the completion of the acquisition of the Dole Plantation, and it is possible that we may not be able to complete the acquisition on the terms we currently anticipate or at all.

PRINCIPAL SHAREHOLDER

Mr. Murdock acquired a controlling interest in Dole, then called Castle & Cooke, Inc., in 1985. Castle & Cooke, Inc. changed its name to Dole Food Company, Inc. in 1991. In 1995, Dole divested a significant amount of its non-core real estate by spinning it out into a new company named Castle & Cooke, Inc., or Castle & Cooke, which Mr. Murdock took private in 2000. Mr. Murdock owns interests in a variety of other businesses and has been an active private investor for over 45 years.

COMPANY INFORMATION

Our principal executive offices are located at One Dole Drive, Westlake Village, California 91362, and our telephone number is (818) 879-6600. Our website is located at www.dole.com. The information contained on our website is not a part of this prospectus.

	June 20, 2009
	(Dollars in millions)
Balance Sheet Data:
Total working capital (current assets less current liabilities)	$	492
Total assets		4,224
Total debt		2,011
Total shareholders’ equity		555
Pro Forma Data:
Pro forma debt
Pro forma interest expense
Ratio of pro forma debt to Adjusted EBITDA

THE OFFERING

(1)		We operate under a 52/53 week year. The first half of each fiscal year is 24 weeks in duration. Our fiscal year ends on the Saturday closest to December 31 of the applicable year.
(2)		Income (loss) from continuing operations per share, basic and diluted, and weighted average shares gives effect to our proposed for stock split.
(3)		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, and by adding the net unrealized loss or subtracting the net unrealized gains on certain derivative instruments to EBIT (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 EBIT, and by subtracting the gain on asset sales from EBIT. EBIT and Adjusted EBITDA are reconciled to income (loss) from continuing operations in the tables above. 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 Statement of Financial Accounting Standards No. 133, 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 respective consolidated statement of operations. During 2008, Dole initiated an asset sale program in order reduce the leverage of the Company with proceeds generated from the sale of non-core assets during the 2008 fiscal year and the half year ended June 20, 2009. Gains on asset sales for periods prior to the fiscal year ended January 3, 2009 were not material.
		EBIT and Adjusted EBITDA are not calculated or presented in accordance with generally accepted accounting principles in the United States of America, or 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 GAAP. Further, EBIT and Adjusted EBITDA as used herein are not necessarily comparable to similarly titled measures of other companies. However, we have included EBIT and Adjusted EBITDA herein because management believes that EBIT and Adjusted EBITDA are useful performance measures for us. In addition, EBIT and Adjusted EBITDA are presented because our management believes that these measures are frequently used by securities analysts, investors and others in the evaluation of our Company. Management internally uses EBIT and Adjusted EBITDA for decision making and to evaluate our performance. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this prospectus for further information regarding the use of non-GAAP measures.
(4)		Adjusted EBITDA margin is defined as the ratio of Adjusted EBITDA to net revenues. We present Adjusted EBITDA margin because management believes that it is a useful performance measure for us.



Common stock offered		shares (or shares if the underwriters’ option to purchase additional shares from us is exercised in full).

Common stock to be outstanding after this offering		shares (or shares if the underwriters’ option to purchase additional shares from us is exercised in full).

Underwriters’ option to purchase additional shares of common stock		shares.

Use of proceeds		We estimate, based upon an assumed initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus), we will receive proceeds from the offering of approximately $ million after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the proceeds from this offering (i) for the repayment of indebtedness and, if any remaining, (ii) other general corporate purposes. See “Use of Proceeds.”

Dividend Policy		We do not anticipate paying dividends on our common stock in the foreseeable future. See “Dividend Policy.”

Risk Factors		You should carefully read and consider the information set forth in “Risk Factors” of this prospectus and all other information set forth in this prospectus before investing in our common stock.

Proposed symbol		“ ”

Except as otherwise indicated, all of the information in this prospectus assumes:

•

the underwriters do not exercise their option to purchase additional shares;

•

common stock to be outstanding after this offering does not include shares of common stock subject to awards, which include grants of stock options that were effective upon the pricing of this offering and grants of restricted shares of common stock that will be effective upon the consummation of this offering;

•

the Trust Offering (as defined below); and

•

a -for- stock split of our common stock.

In addition to the offering made hereby, an affiliate of our existing shareholder will be involved in a private placement by , a newly formed trust, or the Trust, of of its $ mandatory exchangeable trust securities exchangeable into shares of our common stock that may be delivered by the Trust upon exchange of those securities beginning on , 2020. In this prospectus, we refer to that separate offering as the Trust Offering. The initial purchasers in the Trust Offering have an option to acquire from the Trust additional mandatory exchangeable trust securities with respect to up to additional shares of our common stock. The Trust is expected to enter into a purchase agreement with an affiliate of our existing shareholder with

respect to the shares of our common stock deliverable upon exchange of the Trust’s securities pursuant to which a payment will be made to such affiliate at the closing of the Trust Offering ~~RISK~~in consideration for such future delivery. The affiliate of our existing shareholder will continue to have the right to vote those shares until delivery, subject to certain exceptions. The shares of common stock and the Trust’s securities in ~~FACTORS~~the Trust Offering are being offered only to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended, or the Securities Act, in an offering exempt from the registration requirements of the Securities Act. Nothing in this prospectus should be construed as an offer to sell or a solicitation of an offer to buy any shares of common stock or the Trust’s securities in the Trust Offering.

~~Investing~~The inTrust ~~our~~will ~~common~~not ~~stock~~be ~~involves~~affiliated awith ~~high~~us ~~degree~~or ofour ~~risk~~existing shareholder. ~~You~~ ~~should~~We ~~carefully~~will ~~consider~~not receive any of the ~~risks~~proceeds ~~described~~of ~~below~~the Trust Offering, and ~~the~~we ~~other~~will ~~information~~not inpay ~~this~~any ~~prospectus,~~of ~~including~~the expenses of the ~~consolidated financial~~Trust ~~statements~~in ~~and~~connection with its establishment or the ~~related~~offering ~~notes,~~and ~~before~~sale ~~making~~of ~~a decision~~its tosecurities. ~~buy~~This offering of our shares of common stock. Ifis ~~any~~not conditioned upon the completion of the ~~following~~Trust ~~risks~~Offering, although the ~~actually~~completion ~~occurs,~~of ~~our~~the ~~business~~Trust ~~could~~Offering beis ~~harmed~~conditioned on the satisfaction of all conditions to closing this offering. InSubject ~~that~~to ~~case~~certain exceptions, ~~the trading~~we ~~price~~anticipate that each of ~~our~~the Trust’s securities will be mandatorily exchangeable into shares of common stock ~~could~~based ~~decline,~~on ~~and~~a ~~you~~pricing ~~may lose~~formula ~~all~~with customary anti-dilution adjustments to be negotiated by our existing shareholder and the Trust, or ~~part~~alternatively settled in cash equal to the value of ~~your~~those ~~investment~~shares of common stock. We also anticipate that the Trust will pay a fixed quarterly distribution from the proceeds of treasury securities purchased by the Trust from the net proceeds of the offering of its securities.

Risks Relating to Our Business and Industry

Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses 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. This risk is particularly true with respect to regions or countries from which we source a significant percentage of our products. 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. Moreover, there can be no assurance that available technologies to control such infestations will continue to be effective. 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.

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 or more quickly to changes in the industry or to introduce new products and packaging more quickly and with greater marketing support. • Several of our packaged food product lines are sensitive to competition from national or regional brands, and many of our product lines compete with imports, private label products and fresh alternatives. • We cannot predict the pricing or promotional actions of our competitors or whether those actions will have a negative effect on us.

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 materially adversely affected by our leveraged position.

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 windstorms, 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~~SUMMARY ~~produce~~HISTORICAL isCONSOLIDATED ~~highly~~FINANCIAL ~~perishable~~INFORMATION 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.

InThe ~~addition,~~following ~~general~~table ~~public~~sets ~~perceptions~~forth ~~regarding~~a ~~the~~summary ~~quality, safety~~of orour ~~health~~historical ~~risks~~consolidated ~~associated~~financial ~~with~~data. ~~particular~~We ~~food~~have ~~products could~~derived ~~reduce~~the ~~demand~~summary ~~and~~historical ~~prices~~consolidated financial ~~for~~data ~~some~~as of ~~our~~December 31, ~~products.~~2016 Toand ~~the extent~~January 2, ~~that~~2016 ~~consumer~~and ~~preferences~~for ~~evolve~~the ~~away~~years ~~from~~ended ~~products~~December 31, ~~that we~~2016, ~~produce~~January 2, ~~for~~2016 ~~health~~and orJanuary 3, ~~other~~2015 ~~reasons,~~from ~~and~~the weaudited ~~are~~financial ~~unable~~statements ~~to modify~~included ~~our~~elsewhere ~~products~~in orthis toprospectus. ~~develop~~We ~~products~~have derived ~~that~~the ~~satisfy~~summary ~~new consumer~~historical ~~preferences,~~consolidated ~~there~~financial ~~will~~data beas aof ~~decreased~~January 3, ~~demand~~2015 ~~for~~from our ~~products.~~ ~~However,~~financial ~~even~~statements iffor ~~market~~such ~~prices~~year that are ~~unfavorable, produce~~not ~~items~~included ~~which~~in ~~are~~this ~~ready~~prospectus. toAmounts ~~be,~~from orthese ~~have~~previously ~~been~~audited ~~harvested~~financial ~~must be~~statements ~~brought~~have been revised to ~~market~~reflect ~~promptly.~~the Areclassifications ~~decrease~~required inas ~~the~~a ~~selling~~result ~~price received~~of ~~for~~ our ~~products~~adoption ~~due~~of toAccounting ~~the~~Standards ~~factors~~Update, ~~described~~or ~~above could~~ASU, ~~have~~No. 2015-03—Interest—Imputation aof ~~material~~Interest, ~~adverse~~for ~~effect~~which onthe ~~our~~related reclassifications ~~business,~~for ~~results~~such ~~of operations~~year ~~and~~has ~~financial~~not ~~condition~~been audited.

The summary historical consolidated financial data set forth below are not necessarily indicative of our future results of operations and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the audited consolidated financial statements ~~Our~~and accompanying notes in our consolidated financial statements as of December 31, 2016 and January 2, 2016 and for the fiscal years ended December 31, 2016, January 2, 2016 and January 3, 2015, “Risk Factors” and ~~earnings~~other ~~are~~information ~~subject~~included toin ~~seasonal~~this ~~variability~~prospectus.

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. Our fresh vegetables segment experiences some seasonality as reflected by higher earnings in the first half of the year. Our packaged foods segment experiences peak demand during certain well-known holidays and observances.

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, and European 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 from time to time to reduce our risk related to currency exchange fluctuation, our results of operations may still be impacted by foreign currency exchange rates, primarily the yen-to-U.S. dollar and euro-to-U.S. dollar exchange rates. For instance, we currently estimate that a 10% strengthening of the U.S. dollar relative to the Japanese yen, euro and Swedish krona would have reduced 2008 operating income by approximately $76 million excluding the impact of foreign currency exchange hedges. Because we do not hedge against all of our foreign currency exposure, our business will continue to be susceptible to foreign currency fluctuations.

Increases in commodity or raw product costs, such as fuel, paper, plastics and resins, could adversely affect our operating results.

Many factors may affect the cost and supply of fresh produce, including external conditions, commodity market fluctuations, currency fluctuations, changes in governmental laws and regulations, agricultural programs, severe and prolonged weather conditions and natural disasters. Increased costs for purchased fruit and vegetables have in the past negatively impacted our operating results, and there can be no assurance that they will not adversely affect our operating results in the future.

The price of various commodities can significantly affect our costs. For example, the price of bunker fuel used in shipping operations, including fuel used in ships that we own or charter, is an important variable component of transportation costs. Our fuel costs have increased substantially in recent years, and there can be no assurance that there will not be further increases in the future. In addition, fuel and transportation cost is a significant component of the price of much of the produce that we purchase from growers or distributors, and there can be no assurance that we will be able to pass on to our customers the increased costs we incur in these respects.

The cost of paper and tinplate are also significant to us because some of our products are packed in cardboard boxes or cans for shipment. If the price of paper or tinplate increases and we are not able to effectively pass these price increases along to our customers, then our operating income will decrease. Increased costs for paper and tinplate have in the past negatively impacted our operating income, and there can be no assurance that these increased costs will not adversely affect our operating results in the future.


	Fiscal Year Ended⁽¹⁾
STATEMENT OF OPERATIONS	December 31, 2016			January 2, 2016			January 3, 2015
	(In thousands, except per share data)
Revenues, net	$	4,507,262		$	4,646,413		$	4,786,420
Cost of products sold		(4,238,625	)		(4,309,160	)		(4,452,921	)

Gross profit	$	268,637		$	337,253		$	333,499

Selling, marketing and general and administrative expenses		(193,050	)		(234,126	)		(248,664	)
Merger transaction, litigation settlement and other related costs		(70,042	)		(67,275	)		(4,345	)
Gain on asset sales		15,878			19,755			14,029

Operating income	$	21,423		$	55,607		$	94,519

Other income (expense), net		3,015			13,534			19,396
Interest income		5,047			5,036			4,168
Interest expense		(70,170	)		(62,937	)		(63,798	)

Income (loss) from continuing operations before income taxes and equity earnings (loss)	$	(40,685	)	$	11,240		$	54,285

Income taxes		27,145			(22,319	)		28,992
Earnings (loss) from equity method investments		(3,377	)		(735	)		657

Income (loss) from continuing operations, net of income taxes		(16,917	)	$	(11,814	)	$	83,934
Income (loss) from discontinued operations, net of income taxes	$	(6,043	)	$	1,031		$	(18,853	)

Net income (loss)	$	(22,960	)	$	(10,783	)	$	65,081

Less: Net income attributable to non-controlling interests		(698	)		(1,380	)		(728	)

Net income (loss) attributable to the shareholder of Dole Food Company, Inc.	$	(23,658	)	$	(12,163	)	$	64,353

Earnings per share—Basic and Diluted:
Income (loss) from continuing operations excluding net income attributable to noncontrolling interests	$	(17,615	)	$	(13,194	)	$	83,206
Net income (loss) attributable to Dole Food Company, Inc.		(23,658	)		(12,163	)		64,353

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 chemical factory workers who produced DBCP. 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. 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 Note 11 to the condensed consolidated financial statements for the second quarter of fiscal year 2009 included elsewhere in this prospectus.

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

We use herbicides and other potentially 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.

The financing arrangements for the going-private merger transactions in 2003 may increase our exposure to tax liability.

A portion of our senior secured credit facilities have been incurred by our foreign subsidiaries and were used to fund the going-private merger transactions in 2003 through which Mr. Murdock became our sole, indirect stockholder. We now anticipate that the Internal Revenue Service, or IRS, will challenge our tax treatment of the going-private merger transactions. The IRS could seek to characterize the going-private merger and related financing transactions in a manner that could result in the immediate recognition of taxable income to us. Any immediate recognition of taxable income would result in utilization of available tax losses and could also potentially result in a material tax liability, which could have a material adverse effect on our business, results of operations and financial condition. We believe, based in part upon the advice of our tax advisors, that our tax treatment of such transactions was appropriate.

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 legal or regulatory changes. These activities are subject to risks that are inherent in operating in foreign countries, including the following:

• foreign countries could change laws and regulations or impose currency restrictions and other restraints; • in some countries, there is a risk that the government may expropriate assets; • some countries impose burdensome tariffs and quotas; • political changes and economic crises may lead to changes in the business environment in which we operate; • international conflict, including terrorist acts, could significantly impact our business, financial condition and results of operations; • in some countries, our operations are dependent on leases and other agreements; and

• economic downturns, political instability and war or civil disturbances may disrupt production and distribution logistics or limit sales in individual markets.


BALANCE SHEET DATA (at period end):	December 31, 2016			January 2, 2016			January 3, 2015
	(In thousands)
Cash and cash equivalents	$	36,628		$	83,210		$	54,882
Working capital⁽³⁾		103,007			226,672			148,227
Total assets⁽²⁾		2,906,696			2,961,624			3,186,284
Total secured debt, net⁽²⁾		1,276,552			1,185,520			1,069,612
Long term debt, net⁽²⁾		1,219,533			1,147,062			1,039,195
Total liabilities and equity⁽²⁾		2,906,696			2,961,624			3,186,284
Total equity		477,198			590,257			566,204

CASH FLOW AND OTHER DATA:	December 31, 2016			January 2, 2016			January 3, 2015
	(In thousands)
Cash paid for capital expenditures	$	(156,131	)	$	(142,825	)	$	(259,533	)
Interest payments on borrowings		62,030			62,697			59,391
Cash flow provided by (used in) operating activities		30,501			20,221			92,763
Cash flow provided by (used in) investing activities		(97,917	)		80,840			(151,219	)
Cash flow provided by (used in) financing activities		22,049			(69,946	)		52,240

NON-GAAP INFORMATION:	December 31, 2016			January 2, 2016			January 3, 2015
	(In thousands)
EBIT before discontinued operations⁽⁴⁾	$	26,108		$	73,442		$	118,740
Adjusted EBITDA⁽⁴⁾		215,607			234,692			221,417

~~Banana~~(1) ~~imports~~Our ~~from~~fiscal ~~Latin~~year ~~America~~ends ~~are~~on ~~subject to a tariff of 176 euros per metric ton for entry into~~ the ~~European~~Saturday ~~Union,~~closest ~~or EU, market. Under the EU, previous banana regime, banana imports from Latin America were subject~~ to aDecember ~~tariff~~31 of ~~75 euros~~the ~~per metric~~applicable ~~ton and were also subject to both import license requirements and volume quotas~~year. ~~These~~Fiscal ~~license~~year ~~requirements~~2016 ~~and volume~~ended ~~quotas~~on ~~had~~December ~~the~~31, ~~effect~~2016, offiscal ~~limiting~~year ~~access~~2015 toended ~~the~~on EUJanuary ~~banana market.~~2, ~~The~~2016, ~~increase in the applicable tariff~~ and ~~the elimination~~fiscal ofyear ~~the~~2014 ~~volume~~ended ~~restrictions~~on ~~applicable~~January ~~to Latin American bananas may increase volatility in the market~~3, ~~which could~~2015. ~~materially~~Fiscal ~~adversely~~years ~~affect~~2016 ~~our~~and ~~business,~~2015 ~~results~~were ~~of operations~~52-week oryears ~~financial condition. See “Management’s Discussion~~ and ~~Analysis~~fiscal of2014 ~~Financial~~was ~~Condition~~a ~~and~~53-week ~~Results of Operation — Other Matters~~year.”

In(2) ~~2005~~As a result of the adoption of ASU No. 2015-03—Interest—Imputation of Interest, we ~~received~~have areclassified ~~tax~~certain ~~assessment~~debt ~~from~~issuance ~~Honduras~~costs not related to our line-of ~~approximately~~-credit ~~$137 million~~from ~~(including~~prepaid ~~the~~expense ~~claimed~~and ~~tax~~other assets, ~~penalty,~~ and ~~interest~~from ~~through~~other ~~the~~assets, ~~date~~net ofto ~~assessment)~~notes ~~relating to~~payable ~~the~~and ~~disposition~~current portion of ~~all~~long-term ofdebt, ~~our~~net ~~interest~~and inlong-term ~~Cervecería Hondureña~~debt, ~~S.A.~~net in ~~2001~~our previously audited financial statements. WeAs ~~have~~of ~~been~~January ~~contesting~~3, ~~the~~2015, ~~tax assessment~~$5.4 ~~See~~million ~~Note 11~~of debt issuance costs included in ~~the~~prepaid ~~notes~~expenses and other assets were reclassified to ~~the~~notes ~~condensed consolidated~~payable ~~financial~~and ~~statements~~current ~~for~~portion ~~the~~of ~~second~~long-term ~~quarter~~debt, net and $13.5 million of ~~fiscal~~ ~~year~~debt ~~2009~~issuance costs included ~~elsewhere~~ in ~~this~~other ~~prospectus~~assets, net were reclassified to long-term debt, net.

We(3) ~~may be~~$9.1 million of current net deferred tax assets are reflected in working capital as of January 3, 2015, and have been reclassified and reflected as noncurrent net deferred tax assets in the subsequent accounting periods as a result of the adoption of ASU No. 2015-17—Balance Sheet Classification of Deferred Taxes, that required deferred income tax assets and liabilities to ~~pay~~be ~~significant~~presented ~~penalties~~as ~~under~~non-current ~~European antitrust~~in ~~laws~~the consolidated balance sheets.

~~The~~(4) ~~European~~EBIT ~~Commission,~~before ordiscontinued ~~EC,~~operations ~~issued~~and aAdjusted ~~decision~~EBITDA ~~imposing~~are ~~a €45~~non-GAAP measures.~~6 million~~ ~~fine~~See ~~against~~“Non-GAAP ~~Dole~~Financial Measures” for a discussion of how we define and ~~its~~calculate ~~German subsidiary,~~these ormeasures ~~the~~and ~~Decision,~~why onwe ~~October 15,~~believe ~~2008~~they are important. ~~On December 24,~~The ~~2008,~~following weis ~~appealed~~a ~~the~~reconciliation ~~Decision~~of byAdjusted ~~filing~~EBITDA ~~an Application~~to ~~for~~net ~~Annulment~~income (loss), orthe ~~Application,~~most ~~with~~directly ~~the~~comparable ~~European Court~~measure ofcalculated ~~First~~in ~~Instance,~~accordance orwith ~~CFI~~GAAP.

On December 3, 2008, the EC agreed in writing that if Dole made an initial payment of $10 million (€7.6 million) to the EC on or before January 22, 2009, then the EC would stay the deadline for a provisional payment, or coverage by a prime bank guaranty, of the remaining balance (plus interest as from January 22, 2009), until April 30, 2009. Dole made this initial $10 million payment on January 21, 2009, and Dole provided the required bank guaranty for the remaining balance of the fine to the EC by the deadline of April 30, 2009.

We believe that we have not violated the European competition laws and that our Application has substantial legal merit, both for an annulment of the Decision and fine in their entirety, or for a substantial reduction of the fine, but no assurances can be given that we will be successful on appeal. Furthermore, the ultimate resolution of these items could materially impact our liquidity. We cannot predict the timing or outcome of our appeal of the EC’s Decision. See Note 11 in the notes to the condensed consolidated financial statements for the second quarter of fiscal year 2009 included elsewhere in this prospectus.

The current global economic downturn could continue to result in a decrease in our sales and revenue, which could continue to adversely affect the results of our operations, and we cannot predict the extent or duration of these trends.

As a result of the current global economic downturn, consumers may continue to reduce their purchases and seek value pricing, which may continue to affect sales and pricing of some of our products. Such trends could continue to adversely affect the results of our operations and there can be no assurance whether or when consumer confidence will return or that these trends will not increase.

Global capital and credit market issues could negatively affect our liquidity, increase our costs of borrowing and disrupt the operations of our suppliers and customers.

The global capital and credit markets have experienced increased volatility and disruption over the past year, making it more difficult for companies to access those markets. We depend in part on stable, liquid and well-functioning capital and credit markets to fund our operations. Although we believe that our operating cash flows, access to capital and credit markets and existing revolving credit agreement will permit us to meet our financing needs for the foreseeable future, there can be no assurance that continued or increased volatility and disruption in the capital and credit markets will not impair our liquidity or increase our costs of borrowing. Our business could also be negatively impacted if our suppliers or customers experience disruptions resulting from tighter capital and credit markets or a slowdown in the general economy.

The current global economic downturn may have other impacts on participants in our industry, which cannot be fully predicted.


	December 31, 2016			January 2, 2016			January 3, 2015
				(In thousands)
Net income (loss)	$	(22,960	)	$	(10,783	)	$	65,081
(Income) loss from discontinued operations, net of income taxes		6,043			(1,031	)		18,853
Interest expense from continuing operations		70,170			62,937			63,798
Income taxes from continuing operations		(27,145	)		22,319			(28,992	)

EBIT before discontinued operations		26,108			73,442			118,740
Depreciation and amortization		107,140			101,703			93,945
Net unrealized (gain) loss on derivative instruments		(12,999	)		21,136			(27,565	)
Net unrealized (gain) loss on foreign currency denominated intercompany borrowings		4,811			(11,113	)		(17,929	)
Converted share-based award compensation and certain long-term incentive plans^(a)		—			—			2,628
Charges for restructuring^(b)		10,727			—			22,159
Gain on asset sales		(15,878	)		(19,755	)		(14,029	)
Merger transaction, litigation settlement and other related costs^(c)		70,042			67,275			4,345
Acquisition accounting impact^(d)		—			—			38,818
Refinancing charges		116			2,004			305
Packaged salads recall costs^(e)		25,540			—			—

Adjusted EBITDA	$	215,607		$	234,692		$	221,417

The full impact of the current global economic downturn on customers, vendors and other business partners cannot be anticipated. For example, major customers or vendors may have financial challenges unrelated to us that could result in (a ~~decrease~~) inIn ~~their~~connection ~~business~~ with usthe ~~or,~~November ~~in extreme cases~~1, ~~cause them~~2013 togoing ~~file~~private ~~for~~merger ~~bankruptcy protection. Similarly~~transaction, ~~parties~~all ~~to contracts~~unvested ~~may~~share-based beawards ~~forced~~were ~~to breach their obligations under those contracts~~canceled. ~~Although~~The weunvested ~~exercise~~share-based ~~prudent~~awards ~~oversight~~were ofreplaced ~~the~~with ~~credit ratings~~cash ~~and~~based ~~financial~~incentive ~~strength~~awards ~~of our major business partners and seek to diversify our risk to any single business partner, there can be no assurance~~ that ~~there~~vested ~~will~~during ~~not~~fiscal be2014. aDuring ~~bank, insurance~~fiscal ~~company~~2014, ~~supplier,~~we ~~customer~~recognized ~~or other financial partner that is unable to meet its contractual commitments to us~~$2. ~~Similarly,~~6 ~~stresses~~million ~~and~~of ~~pressures~~expense infor ~~the~~these ~~industry~~replacement ~~may result in impacts on our business partners and competitors which could have wide ranging impacts on the future of the industry~~awards.

~~Terrorism~~ (b) During the second quarter of fiscal 2014, we restructured our worldwide operations to be better positioned in addressing the continued volatility in some of our businesses and the ~~uncertainty~~unpredictable nature of ~~war~~our ~~may~~commodity produce businesses and eliminated 545 positions worldwide which included 439 employee terminations and 106 open positions. As a result of this initiative, during fiscal 2014, we incurred restructuring costs of $22.2 million which have been included in selling, marketing and general and administrative expenses in the consolidated statements of operations. During fiscal 2016, we implemented a ~~material~~restructuring ~~adverse~~plan ~~effect~~to on realign our ~~operating~~fresh ~~results~~vegetables operations whereby we reduced our workforce and realigned our berries supply with expected demand. We also restructured our European fresh fruit operations to reduce overhead and relocated certain North American fresh fruit sales to Kannapolis, North Carolina. As a result of these initiatives, during fiscal 2016, we incurred restructuring costs of $10.7 million, of which $6.2 million is included in costs of products sold and $4.5 million is included in selling, marketing and general and administrative expenses in the consolidated statements of operations.

~~Terrorist~~(c) ~~attacks,~~Includes ~~such~~costs asassociated with the ~~attacks~~November ~~that~~1, ~~occurred~~2013 ingoing ~~New~~private ~~York and~~merger ~~Washington~~transaction, ~~D.C.~~ onsuch ~~September 11,~~as ~~2001,~~legal ~~the subsequent~~fees ~~response by the United States in Afghanistan, Iraq~~ and ~~other~~litigation ~~locations,~~settlements ~~and other acts~~ of ~~violence or war in~~ the ~~United~~ ~~States~~Delaware orCourt ~~abroad~~of ~~may~~Chancery ~~affect the markets in which we operate~~ and ~~our~~Federal ~~operations~~Securities ~~and profitability~~lawsuits. ~~From~~See ~~time~~Note 17 to ~~time in~~ the ~~past,~~consolidated ~~our~~financial ~~operations~~statements orincluded ~~personnel~~elsewhere ~~have been the targets of terrorist or criminal attacks, and the risk of such attacks impacts our operations and results~~ in ~~increased~~this ~~security~~prospectus 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~~additional ~~products,~~information ~~the~~about ~~United States economy and the economies of other places we source or sell~~ our ~~products~~ isgoing ~~uncertain.~~private ~~The~~transaction ~~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~~litigation.

~~Our worldwide~~(d) ~~operations~~In ~~and~~connection ~~products~~with ~~are~~the ~~highly~~application ~~regulated~~of in the ~~areas~~ acquisition method of ~~food~~accounting ~~safety~~for the November 1, 2013 going private merger transaction, inventory was stepped up to its estimated fair value less an assumed margin for the selling and ~~protection~~distribution effort. The subsequent sale of ~~human~~this ~~health~~inventory during fiscal 2014 resulted in a $38.8 million one-time increase in costs of products sold as the underlying inventory was sold and the ~~environment~~ corresponding step-up adjustment was adjusted through costs of products sold.

~~Our~~(e) ~~worldwide~~Includes ~~operations~~costs ~~are~~associated ~~subject~~with tothe aJanuary ~~broad~~2016 ~~range~~voluntary recall of ~~foreign,~~ ~~federal,~~all ~~state~~Dole-branded and ~~local~~private ~~environmental,~~label ~~health~~packaged ~~and safety~~salads ~~laws~~processed ~~and~~at ~~regulations, including laws and regulations governing~~ the ~~use and disposal of pesticides and other chemicals. These regulations directly affect day-to-day operations~~Springfield, ~~and~~Ohio ~~violations~~production offacility ~~these~~as ~~laws~~a ~~and regulations can~~ result inof ~~substantial fines or penalties. There can be no assurance that these fines or penalties would not have~~ a ~~material~~ ~~adverse~~suspected ~~effect~~link ~~on our business, results~~ of ~~operations and financial condition. To maintain compliance with all of~~ the ~~laws~~ ~~and~~products ~~regulations that apply~~ to ~~our~~a ~~operations,~~listeria ~~we have been and may be required in the future to modify our operations, purchase new equipment or make capital improvements~~outbreak. ~~Further,~~In ~~we may~~connection ~~recall~~with ~~a product (voluntarily or otherwise) if we or~~ the ~~regulators~~ ~~believe it presents a potential risk. In addition~~recall, we ~~have~~ ~~been~~temporarily ~~and~~suspended inoperations ~~the~~at ~~future may become subject to lawsuits alleging~~ that ~~our~~production ~~operations~~facility ~~and~~for ~~products~~four ~~caused~~months ~~personal~~in ~~injury or~~early ~~property damage~~2016.

We are subject to the risk of product contamination and 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. For example, in the fall of 2006, a third party from whom we and others had purchased spinach recalled certain packaged fresh spinach due to contamination by E. coli. 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~~RISK orFACTORS contribution that we may have against others. We maintain product liability insurance, 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.

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, Wetogether ~~are~~with all of the other information in this prospectus, including the consolidated financial statements and the related notes appearing elsewhere in this prospectus, before making an investment decision. If any of the following risks actually ~~subject~~occurs, our business, financial condition and results of operations could be materially and adversely affected and the trading price of our common stock could decline, causing you to ~~transportation~~lose ~~risks~~all or part of your investment in our common stock.

AnRisks ~~extended~~Relating ~~interruption in our ability~~ to ~~ship~~Our ~~our~~Business ~~products could have a material adverse effect on our business, financial condition~~ and ~~results~~Industry 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.

~~Events or~~Adverse ~~rumors~~weather ~~relating~~conditions, tonatural ~~the~~disasters, ~~DOLE~~crop ~~brand~~disease, ~~could~~pests ~~significantly~~and ~~impact~~other natural conditions can impose significant costs and losses on our business.

~~Consumer~~Fresh ~~and~~produce ~~institutional~~is ~~recognition~~vulnerable ofto ~~the~~adverse ~~DOLE~~weather ~~trademarks and~~conditions, ~~related~~including ~~brands~~windstorms, floods, drought and ~~the~~temperature extremes, ~~association~~which ofare ~~these~~quite ~~brands~~common ~~with~~but ~~high quality~~difficult ~~and~~to ~~safe~~predict, ~~food~~the ~~products~~effects ~~are~~of anwhich ~~integral~~may ~~part~~be ofinfluenced ~~our business.~~and ~~The~~intensified ~~occurrence~~by ofongoing ~~any~~global ~~events~~climate orchange. ~~rumors~~Unfavorable ~~that~~growing ~~cause consumers and/or institutions~~conditions tocan noreduce ~~longer~~both ~~associate~~crop ~~these~~size ~~brands~~and ~~with~~crop ~~high~~ quality. ~~and~~This ~~safe~~risk ~~food~~is ~~products~~particularly acute ~~may~~with ~~materially~~respect ~~adversely~~to ~~affect the~~regions ~~value~~or ofcountries ~~the~~from ~~DOLE~~which ~~brand~~we ~~name~~source ~~and~~a ~~demand~~significant ~~for~~percentage of our products. ~~We have~~In ~~licensed~~extreme ~~the~~cases, ~~DOLE~~entire ~~brand~~harvests ~~name~~may tobe ~~several~~lost ~~affiliated~~in ~~and unaffiliated~~some ~~companies~~geographic ~~for~~areas. ~~use~~Such inadverse ~~the~~conditions ~~United~~can ~~States~~increase ~~and~~costs, ~~abroad. Acts~~decrease orrevenues ~~omissions~~and bylead to ~~these~~additional ~~companies~~charges ~~over~~to earnings, which wemay have ~~no control~~a ~~may~~material ~~also~~adverse ~~have~~effect ~~such~~on ~~adverse~~our ~~effects~~business, financial position and results of operations.

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 ~~A portion~~the time of ~~our~~infection ~~workforce~~or infestation, the type of treatment applied, climatic conditions and the risks associated with ongoing global climate change. For example, black sigatoka is ~~unionized~~a fungal disease that affects banana cultivation in most areas where they are grown commercially. The costs to control this disease and ~~labor~~other ~~disruptions~~infestations vary depending on the severity of the damage and the extent of the plantings affected. Moreover, there can be no assurance that available technologies to control ~~could~~such infestations will continue to be effective. These infestations can also increase costs, decrease revenues and lead to additional charges to earnings, which may have a material adverse effect on our ~~profitability.~~business, financial position and results of operations.

~~As of June 20, 2009, approximately 35% of our employees worldwide worked under various collective bargaining agreements.~~ Our ~~collective~~business ~~bargaining agreements with expirations in fiscal 2009 have each been renewed, other than one agreement that~~ is ~~currently~~ ~~under~~highly ~~extension.~~competitive ~~Our~~and ~~other~~we ~~collective bargaining agreements will expire in later years. We~~ cannot assure you that we will bemaintain ~~able~~our ~~to negotiate these or other collective bargaining agreements on the same or more favorable terms as the~~ current ~~agreements,~~market ~~or at all, and without production interruptions, including labor stoppages~~share. ~~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.

~~Risks Relating~~We toface ~~Our~~strong ~~Indebtedness~~competition from many companies in all our product lines. In particular, some of our most significant competitive risks include the following:

~~Our substantial~~• ~~indebtedness~~some ~~could~~of ~~adversely~~our ~~affect~~competitors ~~our~~may ~~operations~~have greater operating flexibility and, ~~including~~ ~~our~~in ~~ability~~certain cases, this may permit them to ~~perform~~respond ~~our~~better ~~obligations~~or ~~under~~more ~~our~~quickly ~~debt obligations.~~ to changes in the industry or to introduce new products and packaging more quickly and with greater marketing support;

We• ~~have~~several ~~a substantial amount~~ of ~~indebtedness.~~our Asproduct ~~of June 20,~~lines ~~2009,~~compete wewith ~~had approximately $1.2 billion in senior secured indebtedness~~imports, ~~$738 million~~private inlabel ~~senior unsecured~~products ~~indebtedness, including outstanding senior notes~~ and ~~debentures,~~ ~~approximately~~other ~~$66 million in capital leases and approximately $53 million in unsecured notes payable.~~ alternatives;

~~Our~~• ~~substantial~~bidding ~~indebtedness~~for ~~could~~contracts ~~have~~or ~~important~~arrangements ~~consequences to~~with ~~you.~~retail ~~For~~customers ~~example~~is highly competitive, and the prices or other terms of our ~~substantial~~contract ~~indebtedness~~bids may: not be sufficient to retain existing business or to maintain current levels of profitability;

• ~~make~~we itcannot ~~more~~predict ~~difficult for us to satisfy our obligations; • limit our ability to borrow additional amounts in~~ the ~~future~~pricing ~~for~~or ~~working~~promotional ~~capital,~~actions ~~capital expenditures, acquisitions, debt service requirements, execution~~ of our ~~growth~~competitors ~~strategy~~ or ~~other~~whether ~~purposes~~those oractions ~~make~~will ~~such~~have ~~financing more costly; • require us to dedicate~~ a ~~substantial~~negative ~~portion~~effect ~~of our cash flow from operations to payments~~ on ~~our~~us; ~~indebtedness, which would reduce the availability of our cash flow to fund future working capital, capital expenditures, acquisitions~~ and ~~other general corporate purposes (by way of example, the issuance of our senior secured notes due 2014, or 2014 notes, and amendment to the senior secured credit facilities during~~

•

global economic conditions or trade disruptions may influence the behavior of our competitors in a manner, which may have a negative effect on us.

~~March~~There ~~2009~~can ~~increased~~be ~~our~~no ~~interest~~assurance ~~rates~~that onwe ~~these~~will ~~instruments~~continue ~~significantly as compared~~ to ~~the~~compete ~~interest~~effectively ~~rates~~with asour ~~they~~present ~~existed~~and future ~~prior~~competitors. ~~to such events);~~

•Our ~~expose~~earnings ~~us to the risk of increased interest rates, as certain of our borrowings~~ are atsensitive ~~variable rates of interest; • require us~~ to sell assets (beyond those assets currently classified as “assets held-for-sale”) to reduce indebtedness or influence our decisions about whether to do so; • increase our vulnerability to competitive pressures and to general adverse economic and industry conditions, including fluctuations in market ~~interest~~prices ~~rates~~and ordemand ~~a downturn in our business; • limit our flexibility in planning~~ for, ~~or reacting to, changes in~~ our business and the industries in which we operate; • restrict us from making strategic acquisitions or pursuing business opportunities; • place us at a disadvantage compared to our competitors that have relatively less indebtedness; and • limit, along with the restrictive covenants in our credit facilities and senior note indentures, among other things, our ability to borrow additional fundsproducts. 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.

WeExcess ~~may be~~supply ~~unable~~often tocauses ~~generate~~severe ~~sufficient~~price ~~cash~~competition ~~flow~~in toour ~~service~~businesses. ~~our~~Growing ~~debt~~conditions in various parts of the world, particularly weather ~~obligations~~conditions such as windstorms, 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.

ToAlthough ~~service~~the ~~our~~perishability ~~debt,~~of wefresh ~~require~~produce avaries ~~significant~~to ~~amount~~a ofcertain ~~cash. Our~~degree ~~ability~~by toitem ~~generate~~(for ~~cash~~example, ~~make~~bananas ~~scheduled~~will ~~payments~~typically orkeep fresh in cold storage ~~refinance~~for ~~our~~longer ~~obligations~~than ~~depends~~lettuce), onfresh ~~our~~produce ~~successful~~is, ~~financial and~~as ~~operating~~a ~~performance.~~general ~~Our~~matter, ~~financial~~highly perishable and ~~operating performance,~~must ~~cash~~be ~~flow~~brought to market and ~~capital~~sold ~~resources~~soon ~~depend~~after ~~upon prevailing~~harvest. ~~economic~~The ~~conditions~~selling ~~and~~price ~~various~~received ~~financial~~for each type of produce depends on all of these factors, ~~business~~including the availability and ~~other~~quality ~~factors~~of the produce item in the market, ~~many~~and ofthe ~~which~~availability ~~are~~and ~~beyond~~quality ~~our~~of ~~control.~~competing ~~These factors~~types ~~include~~of ~~among~~produce. ~~others:~~

•In ~~economic~~addition, general public perceptions regarding the quality, safety or health risks associated with particular food products could reduce demand and ~~competitive~~prices ~~conditions;~~for •some ~~changes~~of inour ~~laws~~products. To the extent that consumer preferences evolve away from products that we produce for health or other reasons, and ~~regulations;~~we •are ~~operating~~unable ~~difficulties~~to modify our products or to develop products that satisfy new consumer preferences, ~~increased~~there ~~operating~~will ~~costs~~be a decreased demand for our products. However, even if market prices are unfavorable, produce items which are ready to be, or ~~pricing~~have ~~pressures~~been, weharvested ~~may~~must ~~experience;~~be ~~and~~brought •to ~~delays~~market promptly. A decrease in ~~implementing~~the ~~any~~selling ~~strategic~~price ~~projects~~received for our products due to the factors described above could have a material adverse effect on our business, financial position and results of operations.

IfOur ~~our~~earnings ~~cash flow and capital resources~~ are ~~insufficient~~subject to ~~fund our~~seasonal ~~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~~variability. If we are required to take any actions referred to above, it could have a material adverse effect on our business, financial condition and results of operations. In addition, we cannot assure you that we would be able to take any of these actions on terms acceptable to us, or at all, that these actions would enable us to continue to satisfy our capital requirements or that these actions would be permitted under the terms of our various debt agreements, in any of which events the default and cross-default risks set forth in the immediately preceding risk factor would become relevant.

~~Despite our~~Our ~~current~~earnings ~~indebtedness~~may ~~levels~~be ~~and~~affected ~~the~~by ~~restrictive~~seasonal ~~covenants set forth in agreements governing our indebtedness~~factors, ~~we and our subsidiaries may still incur significant additional indebtedness,~~ including: ~~secured indebtedness. Incurring more indebtedness could increase the risks associated with our substantial indebtedness.~~

~~Subject~~• to the ~~restrictions~~seasonality in our senior secured credit facilities and the indentures governing our senior notes due 2010, or 2010 notes, our senior notes due 2011, or 2011 notes, our debentures due 2013, or 2013 debentures, and our 2014 notes, we and certain of our ~~subsidiaries~~supplies ~~may incur significant additional indebtedness, including additional secured indebtedness. Although the terms of our senior secured credit facilities~~ and ~~the~~consumer indentures governing our 2010 notes, our 2011 notes, our 2013 debentures and our 2014 notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, 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. Our fresh vegetables business experiences some seasonality as reflected by higher earnings in the first half of the year.

We are subject to the risk of product contamination and 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. We have from time to time initiated recalls, including Class I recalls, for issues such as possible contamination of produce with allergens or bacteria, such as salmonella and listeria. For example, most recently in January 2016, we were advised by the U.S. Food and Drug Administration, or the FDA, and the Centers for Disease Control and Prevention, or CDC, that they suspected a multi-state outbreak of listeria monocytogenes was linked to packaged salads produced at Dole Fresh Vegetables,

Inc.’s Springfield, Ohio facility. We responded by immediately ceasing all production activities at the Springfield facility and ~~additional~~issuing ~~indebtedness~~a ~~incurred~~voluntary withdrawal followed by a recall of packaged salads produced there. The Springfield facility resumed production after extensive testing and a root cause investigation and analysis, and the recall has been formally terminated. Dole has received notice of several claims of illness (and in ~~compliance~~two cases, death) potentially relating to this listeria outbreak, and is currently defending against one lawsuit in Ohio federal district court, one in Indiana state court, one in Michigan state court, and one in Ontario, Canada. Each of the pending cases is in the early stages. Dole’s insurance is participating in the defense of the litigation and the claims. On April 29, 2016, we were served with ~~these~~a subpoena from the United States Department of Justice, or DOJ, seeking ~~restrictions~~information ~~could~~for beits ~~significant~~investigation of the listeria outbreak and our Springfield facility. IfEven ~~new~~if ~~debt~~a product liability claim is ~~added~~unsuccessful toor 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 ~~subsidiaries’~~corporate ~~current~~and ~~debt~~brand ~~levels~~image. Moreover, ~~the~~claims ~~related~~or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution ~~risks~~that we may have against others. We cannot be sure that we ~~now~~will ~~face~~not ~~could~~incur ~~increase~~claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage.

~~Restrictive covenants~~We inmay ~~our~~be ~~debt~~subject ~~instruments restrict or prohibit our ability~~ to ~~engage~~liability infor orenvironmental ~~enter into a variety of transactions, which could adversely restrict our financial and operating flexibility and subject us to other risks~~contamination.

~~The~~Certain ~~indentures~~environmental ~~governing~~laws, ~~our~~including ~~2010~~the ~~notes~~Comprehensive Environmental Response, ~~our~~Compensation, ~~2011~~and ~~notes~~Liability Act in the United States, ~~our~~impose ~~2013~~strict ~~debentures~~and, ~~our~~in ~~2014~~many ~~notes~~cases, joint and ~~our~~several, ~~senior~~liability ~~secured~~for ~~credit facilities,~~the ~~contain~~cost ~~various~~of ~~restrictive~~remediating ~~covenants~~contamination, ~~that~~on ~~limit~~current ~~our~~ and ~~our~~former ~~subsidiaries’~~owners ~~ability~~of toproperty ~~take~~or ~~certain~~on ~~actions~~persons responsible for causing such contamination. InWe have been involved in remedial investigations ~~particular~~and actions at some locations, ~~these~~and ~~agreements~~could ~~limit~~in the future be required to spend significant sums to remediate contamination that has been caused by us, our ~~and~~predecessors, or prior owners or operators of our properties. Although any such matters are not ~~subsidiaries’~~presently ~~ability~~expected to be material, ~~among~~an ~~other~~adverse ~~things:~~ result in any potential future matter could have an adverse effect on our business, financial position and results of operations.

•Currency ~~incur~~exchange ~~additional~~fluctuations ~~indebtedness;~~may •impact make restricted payments (including paying dividends on, redeeming or repurchasing our capital stock); • issue preferred stock of subsidiaries; • make certain investments or acquisitions; • create liens on our assets to secure debt; • engage in certain types of transactions with affiliates; • place restrictions on the ~~ability~~results of ~~restricted subsidiaries to make payments to us; • merge, consolidate or transfer substantially all of~~ our ~~assets; and • transfer and sell assets~~operations.

We produce over 180 products that are sourced, grown, processed, marketed and distributed in over 75 countries. Our international ~~Any~~sales orare ~~all~~usually transacted in U.S. dollars and European currencies. Our results of ~~these~~operations ~~covenants~~are ~~could~~affected ~~have~~by afluctuations ~~material~~in ~~adverse~~currency exchange rates in both sourcing and selling locations. Although we enter into foreign currency exchange ~~effect~~forward oncontracts from time to time to reduce our ~~business~~risk byrelated ~~limiting~~to currency exchange fluctuation, our ~~ability~~results of operations may still be impacted by foreign currency exchange rates, primarily, the euro-to-U.S. ~~take~~dollar ~~advantage~~exchange rate. In recent years, the euro-to-U.S. dollar exchange rate has been subject to substantial ofvolatility ~~financing~~which may continue, ~~merger~~particularly ~~and~~in ~~acquisition~~light of recent political events regarding the European Union, or ~~other~~E.U., ~~corporate opportunities~~including ~~and~~the United Kingdom’s referendum to ~~fund~~exit ~~our~~the ~~operations~~E.U. ~~Any~~We ~~future~~estimate ~~debt~~that ~~could~~a 10% strengthening of the U.S. dollar ~~also~~relative ~~contain~~to ~~financial~~the ~~and~~euro ~~other~~would ~~covenants~~lower ~~more~~operating ~~restrictive~~income ~~than those~~by ~~imposed~~approximately ~~under~~$32.5 million, excluding the impact of foreign currency exchange hedges. Because we do not hedge against all of our ~~senior~~foreign ~~secured~~currency ~~credit~~exposure, ~~facilities~~our ~~and~~business ~~the~~will continue to be ~~indentures~~susceptible ~~governing~~to ~~our~~foreign ~~debt~~currency ~~securities~~fluctuations.

AIncreases ~~breach of a covenant or other provision~~ in ~~any~~commodity ~~debt instrument governing our current~~ or ~~future~~raw ~~indebtedness~~product ~~could result in a default under that instrument and~~costs, ~~due~~such toas ~~cross-default~~fuel and ~~cross-acceleration~~ ~~provisions~~paper, could ~~result in a default under~~adversely ~~our~~affect ~~other debt instruments. Upon the occurrence of an event of default under the senior secured credit facilities or any other debt instrument, lenders representing more than 50% of~~ our ~~senior~~ ~~secured~~operating term credit facility or more than 50% of our senior secured revolving credit facility, or any indenture trustee or holders of at least 25% of any series of our debt securities could elect to declare all amounts outstanding to be immediately due and payable and, with respect to the revolving credit and letter of credit components of our senior secured credit facilities, terminate all commitments to extend further creditresults. 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 were to so 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, in which event we likely would seek reorganization or protection under bankruptcy or other, similar laws.

~~Some of~~Many ~~our~~factors ~~debt,~~may ~~including~~affect the ~~borrowings~~cost ~~under~~and ~~our~~supply ~~senior~~of ~~secured~~fresh produce, including external conditions, ~~credit~~commodity ~~facilities~~market fluctuations, iscurrency ~~based~~fluctuations, onchanges ~~variable~~in ~~rates~~governmental oflaws ~~interest~~and regulations, ~~which could~~agricultural ~~result~~programs, insevere ~~higher~~and ~~interest~~prolonged ~~expenses~~weather conditions and natural disasters. Increased costs for purchased fruit and vegetables have in the past ~~event~~negatively impacted our operating results, and there can be no assurance that they will not adversely affect our business, financial position and results of ~~an increase~~operations in ~~interest~~the ~~rates~~future.

AsThe price of ~~June 20,~~various ~~2009,~~commodities ~~approximately~~can ~~$900 million,~~significantly ~~or 44%~~affect of our ~~total indebtedness, was subject to variable interest rates~~costs. IfFor weexample, ~~borrow additional amounts under~~ the ~~revolving portion~~price of ~~our~~bunker ~~senior~~fuel ~~secured~~used ~~credit~~in ~~facilities,~~shipping ~~the interest~~operations, ~~rates~~including onfuel ~~those~~used ~~borrowings~~in ~~may~~ships ~~vary~~that ~~depending~~we onown ~~the base rate~~ or ~~Eurodollar~~ ~~Rate~~charter, ~~(LIBOR).~~is Aan 1%important ~~increase in the weighted average interest rates on our~~ variable ~~rate debt outstanding as of June 20, 2009, would result in higher interest expense of approximately $9 million per year.~~

~~Risks Relating~~component toof ~~this~~transportation ~~Offering~~costs. In addition, fuel and ~~Our~~transportation ~~Common~~costs ~~Stock~~are a significant component of the price of much of the produce that we purchase from third parties, and there can be no assurance that we will be able to pass on to our customers the increased costs we incur in these respects.

The cost of paper is also ~~There has~~significant ~~not~~to ~~been~~us abecause ~~public~~some ~~market~~of our products are packed in cardboard boxes for ~~our~~shipment. ~~shares~~If ~~since~~the ~~2003~~price ~~and~~of ~~an active~~paper ~~market~~increases, ~~may~~and we are not ~~develop~~able orto beeffectively ~~maintained,~~pass ~~which~~these ~~could limit~~price ~~your~~increases ~~ability~~along to ~~sell~~our ~~shares~~customers, ofthen our ~~common~~operating income will ~~stock~~decrease. Increased costs for paper have in the past negatively impacted our operating income, and there can be no assurance that these increased costs will not adversely affect our business, financial position and results of operations in the future.

~~Before~~We ~~this~~face ~~offering,~~risks ~~there~~related ~~has not been a public market for our shares of common stock since 2003. Although we intend~~ to ~~apply to list the common stock on the New York Stock Exchange, or NYSE, an active public market for~~ our ~~shares~~former ~~may~~use ~~not develop or be sustained after this offering. The initial public offering price will be determined by negotiations between the underwriters, the selling stockholder and our Board~~ of ~~Directors and may not be representative of~~ the ~~market~~pesticide ~~price at which our shares of common stock will trade after this offering~~DBCP. ~~In particular, we cannot assure you that you will be able to resell our shares at or above the initial public offering price.~~

We ~~are a~~formerly ~~“controlled~~used ~~company~~DBCP,” ~~controlled~~a bynematocide ~~David~~that Hwas used on a variety of crops throughout the world. The registration for DBCP with the U.S. ~~Murdock~~government was cancelled in 1979 based in part on an apparent link to male sterility among chemical factory workers who produced DBCP. There are a number of pending lawsuits in the United States and other countries against the manufacturers of DBCP and the growers, ~~whose~~including ~~interests~~us, who used it in ~~our~~the ~~business~~past. ~~may~~The becost ~~different~~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 ~~yours~~adverse effect on our business, financial condition or results of operations. For more information, see “Business—Legal Proceedings—DBCP Cases” and Note 17 to our consolidated financial statements for the fiscal year ended December 31, 2016.

~~Upon~~The ~~completion~~use of ~~this offering~~herbicides, ~~David~~pesticides ~~H. Murdock~~ and ~~his affiliates~~other ~~will~~potentially ~~own~~hazardous ~~approximately % of~~substances ~~our~~in ~~outstanding common stock. Because of ownership, Mr. Murdock and his affiliates will, for the foreseeable future, have significant influence over~~ our ~~management~~operations ~~and affairs,~~may ~~and~~lead ~~will be able~~ to ~~control virtually all matters~~ ~~requiring~~environmental ~~stockholder~~damage ~~approval, including the election of directors~~ and ~~significant~~result ~~corporate~~in ~~transactions~~increased ~~such~~costs asto ~~mergers or other sales of our company or assets~~us.

~~David~~We H.use ~~Murdock and his controlled companies are able to~~herbicides, ~~subject~~ topesticides ~~applicable law, designate a majority of the members of our Board of Directors~~ and ~~control~~other ~~actions~~potentially tohazardous ~~be taken by us~~substances ~~and~~in ~~our~~the ~~Board~~operation of ~~Directors, including amendments to~~ our ~~certificate~~ ~~of incorporation and bylaws and approval of significant corporate transactions, including mergers and sales of substantially all of our assets~~business. ~~The~~We ~~directors~~may ~~so elected will~~ have ~~the authority, subject~~ to ~~the~~pay ~~terms~~for ~~of our indebtedness and~~ the ~~rules~~costs ~~and~~or ~~regulations~~damages ofassociated with the ~~NYSE,~~improper ~~to issue additional stock~~application, ~~implement~~accidental ~~stock~~release ~~repurchase~~or ~~programs,~~the ~~declare dividends~~use ~~and~~or ~~make~~misuse ~~other~~of ~~decisions.~~such ~~Because Mr~~substances. ~~Murdock will~~ ~~own~~Our ~~more~~insurance ~~than~~may ~~50%~~not ofbe ~~our~~adequate ~~voting power after giving effect~~ to ~~this~~cover ~~offering, we are considered a “controlled company” for the purposes of the NYSE listing requirements. As~~ such, wecosts ~~are~~or ~~exempt~~damages ~~from the NYSE corporate governance~~or requirements that our board of directors, our compensation committee and our nominating and corporate governance committee meet the standard of independence established by those corporate governance requirements. As a result, our Board of Directors and those committees may ~~have more directors who do~~ not ~~meet~~continue ~~the NYSE~~to ~~independence~~be ~~standards~~available ~~than~~at ~~they~~a ~~would~~price ifor ~~those~~under ~~standards were~~terms tothat ~~apply. The NYSE independence standards~~ are ~~intended~~satisfactory to ~~ensure~~ ~~that~~us. ~~directors~~In ~~who~~such ~~meet~~cases, ~~the~~payment ~~independence standard are free~~ of ~~any~~such ~~conflicting~~costs ~~interest~~or ~~that~~damages could ~~influence~~have ~~their actions~~a asmaterial ~~directors.~~adverse Iteffect ison ~~possible~~our ~~that~~business, ~~the~~financial ~~interests~~condition ~~of Mr. Murdock~~or ~~may~~results ~~in some circumstances conflict with our interests and the interests~~ of ~~our other stockholders~~operations.

~~The value~~We offace ~~our~~other ~~common~~risks ~~stock~~in ~~could~~connection bewith ~~volatile~~our international operations.

~~The~~Our ~~overall~~operations ~~market~~are heavily dependent upon products grown, purchased and sold internationally. In addition, our operations significantly contribute to the ~~price~~economies of many of the countries in which we operate, increasing our ~~common~~visibility ~~stock~~and ~~may fluctuate~~susceptibility ~~greatly~~to legal or regulatory changes. ~~The~~These ~~trading~~activities ~~price~~are ofsubject ~~our~~to ~~common~~risks ~~stock~~that ~~may~~are ~~be significantly~~inherent ~~affected~~in byoperating ~~various~~in ~~factors,~~foreign countries, including the following:

• ~~quarterly~~foreign ~~fluctuations~~countries incould ~~our~~change ~~operating~~laws ~~results; • changes in investors’~~ and ~~analysts’~~regulations, ~~perception of the business risks and conditions of our business; • our ability to meet the earnings estimates and other performance expectations of financial analysts~~ or ~~investors;~~impose •currency ~~unfavorable commentary or downgrades of our stock by equity research analysts; • termination of lock-up agreements or other~~ restrictions ~~on the ability of our existing stockholder to sell his shares after this offering; • fluctuations in the stock prices of our peer companies or in stock markets in general;~~ and •other ~~general economic or political conditions.~~restraints;

•

the risk that the government may expropriate assets;

•

the potential imposition or implementation of burdensome tariffs and quotas;

•

political changes and economic crises may lead to changes in the business environment in which we operate;

•

international conflict, including terrorist acts, could significantly impact our business, financial condition and results of operations;

•

economic sanctions may be imposed on some countries, which could disrupt the markets for products we sell, even if we do not sell into the target country;

•

the suspension of imports of one or more products we sell, which could disrupt the markets for those products in other countries;

~~Our charter~~• ~~documents~~dependency ~~contain~~on ~~provisions~~leases ~~that~~and ~~may~~other ~~delay, defer or prevent a change of control.~~ agreements;

~~Provisions~~• ofeconomic ~~our~~downturns, ~~certificate~~political ofinstability ~~incorporation~~ and ~~bylaws~~war ~~could make~~or itcivil ~~more~~disturbances ~~difficult~~may ~~for~~disrupt aproduction ~~third~~and ~~party~~distribution tologistics ~~acquire~~or ~~control~~limit ~~of us,~~sales ~~even if the change~~ in ~~control~~individual ~~would~~markets; ~~be beneficial to stockholders. These provisions include the following:~~ and

• ~~division of our Board of Directors into three classes, with each class serving a staggered three-year term; • removal of directors by stockholders by a supermajority of two-thirds of~~ the ~~outstanding~~difficulty ~~shares; • ability of the Board of Directors to authorize the issuance of preferred stock~~ in ~~series~~adhering ~~without stockholder approval; • advance notice requirements for stockholder proposals and nominations for election~~ to ~~the~~various ~~Board~~anti-corruption oflaws ~~Directors;~~ and ~~• prohibitions on our stockholders from acting by written consent and limitations on calling special meetings~~regulations.

Global ~~Future sales~~capital ofand credit market issues could negatively affect our ~~common~~liquidity, ~~stock~~increase ~~may~~our ~~lower~~costs of borrowing and disrupt the operations of our ~~stock price~~suppliers and customers.

IfWe ~~our~~depend ~~existing~~in ~~stockholder~~part ~~sells~~on astable, ~~large~~liquid ~~number~~and ofwell-functioning ~~shares~~capital ~~of our~~and ~~common~~credit ~~stock~~markets ~~following~~to ~~this~~fund ~~offering, the market price of~~ our ~~common stock could decline significantly~~operations. InAlthough ~~addition,~~we ~~the perception~~believe ~~in the public market~~ that our ~~existing stockholder~~ ~~might~~operating ~~sell~~cash ~~shares~~flows, ofaccess ~~common~~to ~~stock~~capital ~~could~~and ~~depress~~credit ~~the~~markets ~~market~~and ~~price of~~credit ~~our~~facility ~~common~~will ~~stock,~~permit ~~regardless~~us ofto ~~the~~meet ~~actual plans of~~ our ~~existing~~ ~~stockholder.~~financing ~~Immediately~~needs ~~after~~for ~~this~~the ~~offering~~foreseeable future, ~~approximately shares~~ ofthere ~~our~~can ~~common~~be ~~stock~~no ~~will~~assurance bethat ~~outstanding,~~ continued or if ~~the~~increased ~~underwriters’~~volatility ~~over-allotment~~and ~~option~~disruption ~~is exercised~~ in ~~full.~~ ~~All of~~ the ~~shares~~capital ~~held~~and credit bymarkets ~~our~~will ~~existing~~not ~~stockholder~~impair ~~are subject~~our toliquidity ~~a lock-up agreement~~or ~~restricting~~increase ~~the~~our ~~sale~~costs of ~~those~~borrowing. ~~shares for days~~Our ~~from~~business ~~the~~could ~~date~~also ~~of this~~be ~~prospectus.~~negatively ~~However,~~impacted ~~the~~if ~~underwriters~~our ~~may~~suppliers ~~waive~~or ~~this restriction~~customers ~~and~~experience ~~allow~~disruptions ~~the~~resulting ~~selling~~from ~~stockholder~~tighter tocapital ~~sell~~and ~~shares~~credit ~~at any time~~markets.

~~After~~Terrorism ~~this~~and ~~offering,~~the weuncertainty ~~intend to register approximately shares~~ of ~~common~~war ~~stock~~may ~~that~~have ~~will~~a bematerial ~~reserved~~adverse ~~for~~effect ~~issuance~~on ~~under~~ our ~~stock~~operating ~~incentive plan~~results. Once we register these shares, they can be sold in the public market upon issuance, subject to restrictions under the securities laws applicable to resales by affiliates. See “Executive Compensation — Stock Incentive Plan.”

Terrorist attacks and other acts of violence or war in the United States or abroad may affect the markets in which we operate and our ~~Purchasers~~ operations and profitability. From time to time in ~~this~~the ~~offering~~past, ~~will~~our ~~experience~~operations ~~immediate~~or personnel have been the targets of terrorist or criminal attacks, and ~~substantial~~the risk of such attacks impacts our operations and results in increased security costs. Further ~~dilution~~terrorist attacks against the United States or operators of U.S.-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 U.S. economy and the economies of other places in ~~net~~which ~~tangible~~we ~~book~~source ~~value~~or sell our products is uncertain. 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.

~~The~~Our ~~initial~~operations ~~public~~and ~~offering~~products ~~price~~are ~~per~~highly ~~share~~regulated ~~is expected to be substantially higher than the net tangible book value per share of our outstanding common stock. Purchasers of shares~~ in ~~this offering will experience immediate dilution in~~ the ~~net~~areas ~~tangible book value~~ of ~~their~~food ~~shares.~~safety ~~Based~~and onprotection ~~an assumed initial public offering price~~ of ~~$ per~~human ~~share,~~health the mid-point of the range set forth on the cover of this prospectus, dilution per share in this offering will be $ per share (or % of the price). Further, if we issue additional equity securities to raise additional capital, your ownership interest in our company may be diluted and the ~~value~~ ~~of your investment may be reduced~~environment. ~~See~~ ~~“Dilution.”~~

Our 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, all of which involve compliance costs. These regulations directly affect Weday-to-day dooperations and, 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 ~~not~~modify ~~expect~~our operations, purchase new equipment or make capital improvements. Changes to ~~pay~~our ~~any~~processes ~~dividends~~and ~~for~~procedures could require us to incur unanticipated costs and/or materially impact our business. Violations of these laws and regulations can result in substantial fines, penalties or sanctions. In some circumstances, we may recall a product, voluntarily or otherwise, if we or the ~~foreseeable~~regulators believe it presents a potential risk. There can be no assurance that these modifications and ~~future~~improvements and any fines, penalties and recalls would not have a material adverse effect on our business, financial position and results of operations. In addition, we have been and in the future may become subject to lawsuits alleging that our operations and products caused personal injury or property damage.

WeAs doa ~~not~~producer ~~anticipate~~and ~~paying~~distributor ~~any~~of ~~dividends~~food toproducts, ~~our~~we ~~stockholders for~~are subject to the laws ~~foreseeable~~and ~~future.~~regulations ~~The~~in ~~agreements~~the ~~governing~~jurisdictions where our ~~indebtedness~~ ~~also~~facilities ~~restrict~~are ~~our~~located ~~ability~~and towhere ~~pay~~are ~~dividends~~products are distributed. ~~Accordingly,~~ ~~you~~In ~~may~~particular ~~have~~we are subject to ~~sell~~the ~~some~~Federal orFood, ~~all~~Drug ofand ~~your~~Cosmetic ~~common stock~~Act, inas ~~order~~amended toby ~~generate~~the ~~cash~~Food ~~flow~~Safety ~~from~~Modernization ~~your~~Act, ~~investment.~~or ~~You~~FSM Act, ~~may~~which ~~not~~is ~~receive~~enforced aby ~~gain~~the onFDA. ~~your~~The ~~investment~~FDA ~~when~~has ~~you~~the ~~sell~~authority ~~our common~~to ~~stock~~regulate ~~and~~the ~~may~~growing, ~~lose~~harvesting ~~some~~manufacture, orincluding ~~all~~composition ofand ~~the~~ingredients, ~~amount~~processing, oflabeling, ~~your investment.~~packaging ~~Any~~import, ~~determination~~distribution toand ~~pay~~marketing ~~dividends~~and safety of food in the ~~future~~United ~~will~~States. beThe ~~made~~FSM atAct, ~~the~~enacted ~~discretion~~in ofJanuary ~~our~~2011, ~~Board~~significantly ofenhances ~~Directors~~the ~~and will~~FDA’s ~~depend~~authority onover ~~our~~various ~~results~~aspects of ~~operations,~~food ~~financial~~regulation. ~~conditions, contractual~~For ~~restrictions~~example, ~~restrictions~~the ~~imposed~~FSM byAct ~~applicable~~granted ~~law and~~the ~~other~~FDA ~~factors~~mandatory ~~our~~recall ~~Board of Directors deems relevant.~~authority

We could incur increased costs as a result of being a publicly-traded company.

As a company with publicly-traded securities, we could incur significant legal, accounting and other expenses not presently incurred. In addition, the Sarbanes-Oxley Act of 2002, as well as rules promulgated by the U.S. Securities and Exchange Commission, or SEC, and the NYSE, require us to adopt corporate governance

~~practices~~when ~~applicable~~the FDA determines there is a reasonable probability that a food is adulterated or misbranded and that the use of, or exposure to, Uthe food will cause serious adverse health consequences or death to humans or animals.~~S. public~~ ~~companies~~While the FDA has been active in implementing the requirements of the FSM Act through issuance of regulations designed to result in a reduction of the risk of contamination in food manufacturing, the full impact of the FSM Act is not yet known, and we cannot assure you that it will not materially impact our business. ~~These~~Regulatory ~~rules~~agencies in other jurisdictions have similar authority to address the risk of contamination or adulteration, and to require that contaminated products be removed from the market. The failure to comply with these laws and regulations ~~may~~in ~~increase~~any jurisdiction, or to obtain required approvals, could result in a ban or temporary suspension on the production of our ~~legal~~products or limit or bar their distribution, and ~~financial~~affect ~~compliance~~our development of new products, and thus could materially adversely affect our business and operating results. In addition, the United States Department of Agriculture, or the USDA, regulates the import and export ~~costs~~of certain fruits and vegetables into and from the United States, and the USDA also imposes growing, manufacturing and certification requirements for certain products labeled with organic claims. Failure to obtain necessary permits or otherwise comply with USDA regulations and requirements could result in a ban or temporary suspension of the import or export of our products into or from the United States, or our ability to grow, manufacture or market our products as organic, and thus could materially adversely affect our business.

IfWe ~~we do~~are ~~not~~subject ~~timely~~to ~~satisfy~~transportation ~~the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, the trading price of our common stock could be adversely affected~~risks.

AsAn aextended ~~voluntary~~interruption ~~filer~~in ~~with~~our ~~the~~ability ~~SEC,~~to weship ~~are~~our ~~currently~~products ~~subject~~could ~~to Section 404~~have ofa ~~the~~material ~~Sarbanes-Oxley~~adverse ~~Act~~effect ofon ~~2002,~~our ~~or SOX~~business, asfinancial aposition and ~~non-accelerated~~results ~~filer~~of operations. ~~SOX~~Similarly, ~~requires~~any usextended todisruption ~~document~~in ~~and test~~ the ~~effectiveness~~ distribution of our ~~internal~~products ~~control~~could ~~over~~have ~~financial~~a ~~reporting in~~material ~~accordance~~adverse ~~with~~effect anon ~~established~~our ~~internal~~business, ~~control~~financial ~~framework~~position and to ~~report~~results onof ~~our~~operations. ~~conclusion~~We asrely toon ~~the~~third-party ~~effectiveness~~stevedores ofto ~~our internal~~load ~~control~~and ~~over~~unload our ~~financial~~products ~~reporting.~~at ~~Our~~our ~~annual~~port ~~report~~locations ~~for fiscal~~and ~~year~~third-party ~~ended~~trucking ~~January 3,~~companies ~~2009~~to ~~included management’s~~transport ~~first~~our ~~report~~products ofto ~~internal~~and ~~control~~from ~~over financial~~our ~~reporting.~~port ~~Beginning~~locations, ~~with~~and ~~the~~these ~~fiscal~~third ~~year~~parties ~~ending January 2,~~are ~~2010,~~therefore ~~our~~a ~~independent~~source ~~registered~~of ~~public accounting~~transportation ~~firm~~risk. isWhile ~~also~~we ~~required~~believe towe ~~test,~~are ~~evaluate~~adequately insured and would ~~report~~attempt ~~on Dole’s~~to ~~internal~~transport ~~control~~our ~~over~~products ~~financial~~by ~~reporting.~~alternative ~~Any delays~~means orif ~~difficulty~~we inwere ~~satisfying~~to ~~the~~experience ~~requirements~~an ofinterruption ~~SOX could,~~due ~~among~~to ~~other~~a ~~things~~strike, ~~cause~~natural ~~investors~~disaster toor ~~lose confidence in~~otherwise, orwe ~~otherwise~~cannot be ~~unable~~sure tothat ~~rely~~we ~~on,~~would ~~the~~be ~~accuracy~~able ofto ~~our reported~~do ~~financial information~~so, ~~which~~or ~~could~~be ~~adversely~~successful ~~affect~~in ~~the trading~~doing ~~price~~so, ofin ~~our~~a ~~common~~timely ~~stock.~~and cost-effective manner.

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 materially 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 limited control, may also have such adverse effects.

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

As of December 31, 2016, approximately 39% of our employees worldwide work under various collective bargaining agreements. We cannot give assurance 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, financial position and results of operations.

Changes in immigration laws could impact the availability of labor to harvest our products and operate our salad manufacturing plants, or the availability of produce purchased from third-party suppliers.

The personnel engaged for harvesting operations typically include significant numbers of immigrants who are authorized to work in the United States. Immigrants who are authorized to work in the United States also

~~SPECIAL NOTE~~make up a portion of the workforce at our U.S. ~~REGARDING~~salad ~~FORWARD-LOOKING~~manufacturing ~~STATEMENTS~~plants. The availability and number of these workers could decrease if there are changes in U.S. immigration laws. A scarcity of available personnel to harvest agricultural products in the United States could increase our labor costs, increase our product costs or lead to product shortages.

This prospectus contains statements which, to the extent that they do not recite historical fact, constitute forward-looking statements. 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,” “will,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or other words or expressions of similar meaning. We ~~have~~are ~~based these~~subject forward-looking statements on our current expectations about future events. The forward-looking statements include statements that reflect management’s beliefs, plans, objectives, goals, expectations, anticipations and intentions with respect to ~~our~~risks ~~financial condition, results of operations, future performance and business, including statements~~ relating to our ~~business~~information ~~strategy and our current and future development plans~~systems.

~~The~~Our ~~potential~~electronic ~~risks~~information and ~~uncertainties~~our ~~that~~information ~~could~~system ~~cause~~assets ~~our actual~~may ~~financial~~be ~~condition~~made unavailable, leaked or altered due to a computer security incident, which could adversely affect the results of our operations, and ~~future performance~~we tocannot ~~differ~~predict ~~materially~~the ~~from~~extent ~~those expressed~~ or ~~implied in~~duration ~~this~~of ~~prospectus~~these ~~include:~~ incidents.

•Although ~~changes~~our computer insystems ~~laws,~~are ~~regulations,~~distributed ~~rules,~~in ~~quotas,~~many ~~tariffs~~geographic areas, ~~export~~they ~~and~~are ~~import~~connected ~~laws;~~together •in ~~weather~~a ~~conditions~~private ~~that~~network. ~~affect~~A ~~the~~widespread ~~production,~~computer ~~transportation,~~security ~~storage~~incident, ~~import~~such ~~and~~as ~~export~~virus ofinfection, ~~fresh~~may ~~produce~~significantly ordisrupt ~~packaged~~our ~~foods;~~operations •and ~~market~~business ~~responses~~processes. toIn ~~industry~~such ~~volume~~a case, ~~pressures;~~we •may ~~DBCP~~have ~~litigation;~~to •operate ~~outcome~~manually, ofwhich ~~the~~may ~~appeal~~result ofin ~~the~~significant ~~European~~delay ~~Commission’s~~in ~~Decision~~the ~~imposing~~delivery aof ~~fine~~our ~~and~~products ~~assessing~~to ~~antitrust~~our ~~violations;~~customers •or ~~product~~damage ~~and~~to ~~raw~~the ~~materials~~fresh ~~supplies~~fruit and ~~pricing;~~vegetable •products. ~~energy~~Our ~~supply~~customers ~~and~~could ~~pricing;~~refuse •to ~~changes~~continue into ~~interest~~do ~~and~~business ~~currency~~with ~~exchange~~us ~~rates; • political changes~~ and prematurely ~~economic~~terminate ~~crises;~~or •reduce ~~security~~existing ~~risks in foreign countries; • international conflict; • acts of terrorism; • labor disruptions~~contracts, ~~strikes~~resulting orin ~~work~~a ~~stoppages;~~significant •reduction ~~loss~~ of ~~important~~our ~~intellectual~~operating ~~property rights; and • other factors disclosed in this prospectus~~revenue.

InWe ~~addition~~have intellectual property, ~~this~~trade ~~prospectus~~secrets ~~contains~~and ~~industry~~confidential ~~data~~business ~~related~~information that are stored in electronic formats that could be leaked to ~~our~~ ~~business~~competitors ~~and~~or the ~~markets~~public indue ~~which~~to wecomputer ~~operate.~~security ~~This~~incidents, ~~data includes~~which ~~projections~~may ~~that~~result ~~are~~in ~~based~~loss onof acompetitive ~~number~~position ofand ~~assumptions.~~market Ifshare. ~~these~~We ~~assumptions~~also ~~turn~~have ~~out~~personal toconfidential beinformation ~~incorrect~~stored in Dole-controlled systems. This information, ~~actual~~if ~~results~~ stolen or leaked, could ~~differ~~result ~~from~~in ~~the~~significant ~~projections~~financial and legal risk.

We ~~urge~~may ~~you~~be totargeted ~~review~~by ~~carefully~~computer ~~this~~hackers ~~prospectus~~from the internet, ~~particularly~~from business partners’ networks connected to our network or from employees, ~~the~~for ~~section~~specific ~~“Risk~~purposes ~~Factors~~such as financial gain,” ~~for~~political aor ~~more~~ideological ~~complete discussion~~motives ofor ~~the~~otherwise, ~~risks~~simply ofto andamage ~~investment~~our reputation, which may result in significant decline in consumer preference for our ~~common~~products ~~stock.~~in certain geographic regions or globally, and could potentially reduce our market share.

~~Although~~Recovery wefrom ~~believe~~any ~~that~~of the ~~expectations~~above ~~reflected~~computer inincidents ~~the forward-looking~~could ~~statements~~be ~~are~~expensive. ~~reasonable,~~Rapidly weraising ~~cannot guarantee~~and ~~future~~maintaining ~~results,~~higher ~~level~~standards of ~~activity,~~computer ~~performance~~security orpractices ~~achievements. Many factors discussed~~ in ~~this prospectus, some of which are beyond~~ our ~~control,~~business ~~will~~globally ~~be important in determining our future performance. Consequently, actual results~~ may ~~differ~~require ~~materially from~~significant ~~those~~initial ~~that~~investment ~~might be anticipated from forward-looking statements. In light of these~~ and ~~other~~higher ~~uncertainties,~~operating ~~you should not regard the inclusion of a forward-looking statement in this prospectus as a representation by us that our plans and objectives will be achieved~~costs, and ~~you~~therefore ~~should~~could ~~not~~negatively ~~place~~impact ~~undue reliance~~our onoperating ~~such forward-looking statements~~income. ~~We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.~~

We could be jointly and severally liable for certain pension obligations of our affiliates, Flexi-Van Leasing, Inc., Castle & Cooke and Pacific Clay.

In addition to the domestic tax-qualified defined benefit pension plan, and unfunded obligations under our foreign defined benefit pension plans, collectively the Benefit Plans, that we sponsor for our employees and retirees, three affiliates of ours, Flexi-Van Leasing, Inc., Castle & Cooke and Pacific Clay, also sponsor tax-qualified defined benefit pension plans covering a portion of their U.S. employees and retirees, or the Affiliate Plans. As of December 31, 2016, the Flexi-Van Leasing, Inc. defined benefit plan was underfunded by approximately $15.2 million, the Castle & Cooke defined benefit pension plan was underfunded by approximately $12.0 million and the Pacific Clay defined benefit pension plan was underfunded by approximately $0.6 million. The Affiliate Plans are subject to the Employee Retirement Income Security Act of 1974, as amended, or ERISA. ERISA, along with certain provisions of the Internal Revenue Code of 1986, as amended, or the Code, require minimum funding contributions to these pension plans, and under ERISA, the Pension Benefit Guaranty Corporation, or PBGC, has the authority to petition a court to terminate an underfunded tax-qualified defined benefit pension plan under limited circumstances. Under ERISA and the Code, we could be jointly and severally liable, together with Flexi-Van Leasing, Inc., Castle & Cooke and Pacific Clay, and other entities in our “controlled group” for the entire amount of the underfunding, as calculated by the PBGC based on its own assumptions, which might result in a larger obligation than that based on the assumptions used to fund such plans.

~~USE~~Our OFdefined benefit pension plans are currently underfunded, and we may have to make ~~PROCEEDS~~ significant cash payments to the plans, which would reduce the cash available for our business.

We ~~estimate~~have ~~that~~underfunded obligations under our ~~net~~Benefit ~~proceeds~~Plans. ~~(after~~As ~~deducting~~of ~~the underwriting~~December ~~discount~~31, ~~payable~~2016, toour ~~the~~Benefit ~~underwriters~~Plans ~~and~~liabilities exceeded our ~~estimated~~ ~~offering~~Benefit ~~expenses)~~Plans ~~from~~assets ~~this~~by ~~offering~~approximately ~~will be~~ $ 172.1 million. The funded status of our Benefit Plans is dependent upon many factors, including returns on ~~($ million~~invested ifassets, actuarial assumptions, including the ~~underwriters~~ ~~exercise~~level ~~their~~of ~~option~~certain market interest rates and the discount rate used to ~~acquire~~determine ~~additional~~pension ~~shares from~~obligations. usUnfavorable inreturns ~~full)~~on the plan assets, ~~based~~or ~~upon~~unfavorable anchanges ~~assumed~~in ~~initial~~applicable ~~public~~laws ~~offering~~or ~~price~~regulations, could materially change the timing and amount of ~~$ per~~required ~~share~~plan funding, which iswould reduce the cash available for our business. In addition, a decrease in the discount rate used to determine pension obligations could result in an ~~mid-point~~increase ofin the ~~offering~~valuation ~~range~~of ~~indicated~~our onBenefit Plans obligations, which could affect the ~~cover~~reported funding status of ~~this prospectus~~our Benefit Plans and future contributions, as well as the periodic pension cost in subsequent fiscal years. ERISA, along with certain provisions of the Code, require minimum funding contributions to our domestic defined benefit pension plan.

As mentioned above, the PBGC Wehas ~~will~~the ~~not~~authority ~~receive~~to ~~any~~petition ofa ~~the~~court ~~proceeds~~to ~~from~~terminate an underfunded tax-qualified pension plan under limited circumstances. In the ~~common~~event ~~stock~~our domestic tax-qualified defined ~~sold~~benefit pension plan is terminated by the ~~selling~~PBGC, ~~stockholder~~we could be liable to the PBGC for the entire amount of the underfunding, as calculated by the PBGC based on its own assumptions, which might result in ~~this~~a ~~offering.~~larger obligation than that based on the assumptions we have used to fund such plan).

WeOur ~~expect~~future toresults ~~use approximately $ million~~ of ~~the~~operations ~~net~~may ~~proceeds to~~be ~~pay~~adversely ~~down~~affected ~~indebtedness.~~by ~~We expect to use~~ the ~~remaining~~availability ~~net~~of ~~proceeds,~~organic ifand ~~any,~~non-GMO ~~for general corporate purposes~~ingredients.

~~Until~~Our weability ~~use~~to ~~the~~ensure ~~net~~a ~~proceeds~~continuing assupply ~~described~~of ~~above,~~organic weand ~~intend~~non-GMO ~~to invest~~ingredients at competitive prices depends on many factors beyond our control, such as the ~~net~~number ~~proceeds~~and insize ~~short~~of farms that grow organic and non-~~term~~GMO ~~securities.~~crops, climate conditions, changes in national and world economic conditions, currency fluctuations and forecasting adequate need of seasonal ingredients.

The organic and non-GMO ingredients that we use in the production of our products, including, among others, fruits, vegetables, nuts and grains, are vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, water scarcity, temperature extremes, frosts, earthquakes and pestilences. Natural disasters and adverse ~~MARKET~~weather conditions, including the potential effects of climate change, can lower crop yields and reduce crop size and crop quality, which in turn could reduce our supplies of, or increase the prices of, organic or ~~SHARE~~non-GMO ingredients. If our supplies of organic or non-GMO ingredients are reduced, ~~RANKING~~we ~~AND~~may ~~SIMILAR~~not ~~INFORMATION~~be able to find enough supplemental supply sources on favorable terms, if at all, which could impact our ability to supply product to our customers and adversely affect our business, financial condition and results of operations.

~~The~~An ~~market~~interruption ~~share,~~at ~~ranking~~one ~~and other information contained in this prospectus is based either on our own estimates, independent industry publications, reports by market research firms~~ or ~~other~~more published independent sources. In each case, we believe that they are reasonable estimates. Market share information is subject to change, however, and cannot always be verified with complete certainty due to limits on the availability and reliability of ~~raw~~our ~~data,~~manufacturing ~~the~~facilities ~~voluntary~~could ~~nature of~~negatively ~~the~~affect ~~data-gathering~~our ~~process and other limitations and uncertainties inherent in any statistical survey of market share. In addition~~business, ~~customer preferences can~~ and doour ~~change~~business ~~and the~~continuity ~~definition of the relevant market is a matter of judgment~~plan ~~and analysis. As a result, you should be aware that market share, ranking and other similar information set forth in this prospectus and estimates and beliefs based on such data,~~ may ~~not be~~prove ~~reliable~~inadequate. ~~Market share data for our fresh fruits and fresh vegetables segments is based on unit sales, while market share data for our packaged foods segment is based on dollar amount sold.~~

We own or lease, manage and operate a number of manufacturing, processing, packaging, storage and office facilities. We could be rendered unable to accept and fulfill customer orders as a result of disasters, epidemics, business interruptions or other similar events. Some of our inventory and manufacturing facilities are located in areas that are ~~DIVIDEND~~susceptible to harsh weather, and the production of certain of our products is concentrated in a few geographic areas. In addition, we store chemicals used in our business, and our storage of these chemicals could lead to risk of leaks, explosions ~~POLICY~~or other events. Although we have a business continuity plan, we cannot provide assurance that our business continuity plan will address all of the issues we may encounter in the event of a disaster or other unanticipated issue. Our business interruption insurance may not adequately compensate us for losses that may occur from any of the foregoing. In the event that a natural disaster, or other catastrophic event, were to destroy any part of any of our facilities, or interrupt our operations for any extended period of time, or if harsh weather or epidemics prevent us from delivering products in a timely manner, our business, financial condition and results of operations could be materially and adversely affected. In addition, if we fail to maintain our labor force at one or more of our facilities, we could experience delays in production or delivery of our

We do not anticipate paying dividends on our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to operate our business and finance future growth strategies while also continuing to pay down indebtedness. Any determination to pay dividends in the future will be made at the discretion of our Board of Directors and will depend on our results of operations, financial conditions, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems relevant. In addition, as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Guarantees, Contingencies and Debt Covenants,” our ability to pay cash dividends is limited by the terms of our existing senior notes indenture and senior secured facilities indebtedness, and may be limited by the instruments governing our future indebtedness.

~~CAPITALIZATION~~ products, which could also have a material adverse effect on our business, financial condition and results of operations.

~~The~~If ~~following~~we ~~table~~lose ~~sets~~the ~~forth~~services of our ~~capitalization~~key ~~and~~management, ~~cash~~our ~~and cash~~business ~~equivalents~~could assuffer. ~~of June 20, 2009:~~

•Our prospects depend to a significant extent on anthe ~~actual~~continued ~~basis;~~service of our key executives, and •our continued growth depends on anour asability ~~adjusted~~to identify, ~~basis~~recruit and retain key management personnel. We are also dependent on our ability to ~~give~~continue ~~effect~~to attract, retain and motivate our personnel. We do not typically carry key person life insurance on our executive officers. If we lose the services of our key management or fail to identify, recruit and retain key personnel, our business, financial condition or results of operations may be materially and adversely impacted.

•We ~~the~~may ~~filing~~not ofbe ~~our~~able ~~amended and restated certificate of incorporation, which will occur prior~~ to ~~the~~complete ~~consummation of this offering, and that provides for, among other things, the authorization of shares of common stock and shares of preferred stock, and~~ our proposed ~~for~~acquisition ~~stock split; and • the receipt~~ of the ~~net~~Dole ~~proceeds~~Plantation ~~from~~or the ~~sale~~acquisition ofmay ~~shares~~be of common stock by us in this offering at an assumed initial public offering price of $ per share, the mid-point of the range set forth on the front cover of this prospectus, and after deducting the underwriting discount and estimated offering expenses payable by us and the application of the net proceeds from this offering as described under “Use of Proceedsdelayed.”

~~You~~We ~~should~~have ~~read~~signed ~~this~~a ~~capitalization~~term ~~table~~sheet ~~together~~to ~~with “Use~~acquire ofthe ~~Proceeds~~Dole Plantation from our related party,” ~~“Selected~~Castle & ~~Consolidated Financial~~Cooke ~~Data~~Properties,” ~~“Management’s~~Inc., ~~Discussion~~which ~~and~~is expected ~~Analysis~~to be completed mid-2017. The Dole Plantation is one of ~~Financial~~Hawaii’s ~~Condition~~leading ~~and~~attractions. ~~Results~~It provides a variety of ~~Operations”~~activities catering to all ages, including the Pineapple Express Train Tour, the Plantation Garden Tour, the Pineapple Garden Maze and ~~our~~a ~~consolidated~~plantation ~~financial~~store. ~~statements~~The term sheet has been signed, but the transaction has not closed and may not be completed prior to the ~~related~~closing ~~notes~~date of this offering. While we are currently planning to close the ~~appearing~~acquisition ~~elsewhere~~in mid-2017, the closing may in ~~this~~fact ~~prospectus~~be delayed to some future date or the acquisition may not be completed at all. The acquisition is dependent upon the receipt of certain releases from the lenders to the owner of the Dole Plantation. If we fail to receive the required releases or experience other intervening factors, the acquisition of the Dole Plantation may be delayed or may not be completed, and, as a result, our anticipated increase to earnings as a result of the acquisition will be delayed or will not be realized.

	June 20,
	2009
	Actual			As Adjusted
	(In thousands, except share data)
Cash and cash equivalents	$	107,919
Debt:
Unsecured debt:
7.25% notes due 2010	$	383,000
8.875% notes due 2011		200,000
8.75% debentures due 2013		155,000
Secured debt:
13.875% notes due 2014		349,903
Revolving credit facility		—
Term loan facilities		828,297
Other debt		119,172
Unamortized debt discount		(24,311	)
Total debt		2,011,061
Shareholders’ equity:
Preferred stock, $0.001 par value, no shares authorized or issued and outstanding, actual; shares authorized and no shares issued and outstanding, as adjusted		—
Common stock, $0.001 par value, 1,000 shares authorized and 1,000 shares issued and outstanding, actual; shares authorized and shares issued and outstanding, as adjusted
Additional paid-in capital		409,681
Retained earnings		159,087
Accumulated other comprehensive income		(40,488	)
Equity attributable to Dole Food Company, Inc.		528,280
Equity attributable to noncontrolling interests		27,175
Total shareholders’ equity		555,455
Total capitalization	$	2,566,516

Climate change laws could have an impact on our financial condition and results of operations.

~~(1)~~Legislative Aand ~~$1.00~~regulatory ~~increase~~authorities ~~or decrease~~ in the ~~assumed~~United ~~initial public offering price of $~~ States, ~~the~~Canada and ~~mid-point~~internationally ofwill ~~the~~likely ~~range~~continue ~~set~~to ~~forth~~consider onnumerous ~~the~~measures ~~front~~related ~~cover~~to ofclimate ~~this~~change ~~prospectus,~~and ~~would~~greenhouse ~~result~~gas inemissions. anIn ~~approximately~~order $to ~~million~~produce, ~~increase~~manufacture orand ~~decrease~~distribute inour ~~each~~products, ofwe ~~the as adjusted cash~~ and ~~cash~~our ~~equivalents~~suppliers, asuse ~~adjusted additional paid-in capital~~fuels, aselectricity ~~adjusted total stockholders’ equity~~ and asvarious other ~~adjusted~~inputs ~~total~~that ~~capitalization,~~result ~~assuming~~in the ~~number~~release of ~~shares~~greenhouse ~~offered~~gas byemissions. usConcerns ~~set~~about ~~forth on~~ the ~~front~~environmental ~~cover~~impacts of ~~this~~greenhouse ~~prospectus,~~gas ~~remains~~emissions ~~the same,~~ and ~~after~~global ~~deducting~~climate ~~the~~change ~~underwriting~~may ~~discount~~result ~~and~~in ~~estimated~~environmental ~~offering~~taxes, ~~expenses~~charges, ~~payable~~regulatory byschemes ~~us.~~or Anassessments ~~increase~~ or penalties, ~~decrease~~which ofcould ~~1.0~~restrict ~~million shares in the number of shares offered by us would increase~~ or ~~decrease~~negatively asimpact ~~adjusted~~our ~~cash and cash equivalents~~operations, as ~~adjusted~~well ~~additional paid-in capital,~~ as ~~adjusted~~those ~~total~~of ~~stockholders’~~our ~~equity~~suppliers, ~~and~~who aswould ~~adjusted~~likely ~~total~~pass ~~capitalization~~all byor ~~approximately~~a $portion ~~million~~of ~~assuming~~their ~~the~~costs ~~assumed~~along ~~initial~~to ~~public~~us. ~~offering~~We ~~price~~may ofnot $be ~~per~~able ~~share,~~to ~~the~~pass ~~mid-point~~any ofresulting ~~the~~cost ~~range~~increases ~~set~~along ~~forth~~to onour customers. ~~the~~Any ~~front~~enactment ~~cover~~ of ~~this~~laws ~~prospectus,~~or ~~remains~~passage ~~the~~of ~~same~~regulations ~~and~~regarding ~~after~~greenhouse ~~deducting~~gas ~~the~~emissions ~~underwriting~~or ~~discount~~other ~~and~~climate ~~estimated~~change ~~offering~~laws ~~expenses payable~~ by ~~us.~~the ~~The~~United asStates, ~~adjusted~~Canada ~~information~~or ~~discussed~~any ~~above~~other isinternational ~~illustrative~~jurisdiction ~~only~~where ~~and~~we ~~will~~conduct ~~adjust~~business, ~~based~~could onmaterially ~~the~~and ~~actual~~adversely affect ~~initial~~our ~~public~~business, ~~offering~~financial ~~price~~condition and ~~other~~results ~~terms~~ of ~~this offering~~operations.

Technological innovation by our competitors could make our food products less competitive.

Our competitors include other fresh fruit and vegetable producers and major food ingredient and consumer-packaged food companies that also engage in the development and sale of food and food ingredients. Many of these companies are engaged in the development of new plant varieties, food ingredients and other food products and frequently introduce new products into the market. Existing products or products under development by our competitors could prove to be more effective, more resistant to disease or less costly than our products, which could have a material adverse effect on the competitiveness of our products and our business.

We rely on protection of our intellectual property and proprietary rights.

Our success depends in part on our ability to protect our intellectual property rights. We rely primarily on patent, copyright, trademark and trade secret laws to protect our proprietary technologies. Our policy is to protect

our technology by, among other things, filing patent applications for technology relating to the development of our business in the United States and in selected foreign jurisdictions. Our ~~DILUTION~~trademarks and brand names are registered in jurisdictions throughout the world. We intend to keep these filings current and seek protection for new trademarks to the extent consistent with business needs. We also rely on trade secrets and proprietary know-how and confidentiality agreements to protect certain of the technologies and processes that we use. The failure of any patents, trademarks, trade secrets or other intellectual property rights to provide protection to our technologies would make it easier for our competitors to offer similar products, which could result in lower sales or gross margins.

Our ~~net~~operations ~~tangible~~are ~~book~~influenced ~~value at June 20, 2009 was $ million, or $ per share. Net tangible book value per share before the offering has been determined~~ by ~~dividing~~ ~~net~~agricultural tangible book value (total book value of tangible assets less total liabilities) by the number of shares of common stock outstanding at June 20, 2009 (after giving effect to our proposed for stock split)policies.

~~After~~We ~~giving~~are ~~effect~~affected toby ~~the~~governmental ~~sale~~agricultural ofpolicies ~~our~~such ~~common~~as ~~stock~~price insupports ~~this offering~~and atacreage anset ~~assumed~~aside ~~initial~~programs, ~~public~~and ~~offering~~these ~~price~~types of policies may ~~$ per~~affect ~~share,~~our ~~the~~business. ~~mid-point~~The ofproduction ~~the range~~levels, ~~set~~markets ~~forth~~and onprices of the ~~cover~~grains ~~page~~and ofother ~~this~~raw ~~prospectus,~~products ~~and~~that ~~after deducting~~we ~~the~~use ~~underwriting~~in ~~discount~~our ~~and~~business ~~estimated~~are ~~offering expenses~~materially ~~payable~~affected by ~~us,~~government ~~our~~programs ~~adjusted~~that ~~net~~include ~~tangible~~acreage ~~book~~control ~~value~~and ~~at June 20,~~price ~~2009~~support ~~would~~programs ~~have~~of ~~been~~the ~~$ million~~U.S. Department ~~or $ per~~of ~~share~~Agriculture. ~~This~~Changes ~~represents an immediate increase~~ in ~~net~~these ~~tangible~~and ~~book~~other ~~value~~comparable ~~per~~programs, ~~share~~in ~~of $ to~~ the ~~existing~~United ~~stockholder~~States and ~~dilution~~ inelsewhere, ~~net~~could ~~tangible~~have ~~book~~a ~~value~~material ~~per~~and ~~share~~adverse ~~of $ to~~effect ~~new~~on ~~investors~~our ~~who~~business, ~~purchase shares~~financial incondition ~~the~~or ~~offering.~~results ~~The~~of ~~following~~our ~~table~~operations. ~~illustrates this per share dilution to new investors:~~

Assumed initial public offering price per share		$
Net tangible book value per share at June 20, 2009		$
Increase in net tangible book value per share attributable to new investors
Adjusted net tangible book value per share
Dilution per share to new investors		$

Litigation and regulatory enforcement concerning marketing and labeling of food products could adversely affect our business and reputation.

AThe ~~$1.00~~marketing ~~increase~~and orlabeling ~~decrease in the assumed initial public offering price~~ of ~~$ per~~any ~~share,~~food ~~the mid-point~~product ofin ~~the~~recent ~~range~~years ~~set~~has ~~forth~~brought onincreased ~~the~~risk ~~front~~that ~~cover~~consumers ofwill ~~this~~bring ~~prospectus,~~class ~~would~~action ~~increase~~lawsuits, orand ~~decrease~~that asthe ~~adjusted~~Federal ~~net~~Trade ~~tangible book value per share by approximately $ million~~Commission, or ~~approximately $ per share~~FTC, and/or ~~the~~state ~~dilution~~attorneys ~~per share~~general towill ~~investors~~bring inlegal ~~this~~action ~~offering~~concerning bythe ~~approximately $ per~~truth ~~share,~~and ~~assuming~~accuracy ~~that~~of the ~~number~~ ofmarketing ~~shares~~and ~~offered~~labeling byof ~~us set forth on~~ the ~~front~~product. ~~cover~~Examples of ~~this~~ ~~prospectus~~causes ~~remains~~of ~~the~~action ~~same~~that ~~and~~may ~~after deducting the~~be ~~underwriting~~asserted ~~discount~~in ~~and~~a ~~estimated~~consumer ~~offering~~class ~~expenses~~action ~~payable~~lawsuit ~~by us.~~include Wefraud, ~~may~~unfair ~~also~~trade ~~increase~~practices orand ~~decrease~~breach ~~the number~~ of ~~shares~~state weconsumer ~~are offering.~~protection Anstatutes, ~~increase~~such ofas ~~1.0~~Proposition ~~million~~65 ~~shares~~ in ~~the~~California. ~~number of~~FTC ~~shares~~and/or ~~offered~~state byattorneys usgeneral ~~would~~may ~~result~~bring inlegal anaction asthat ~~adjusted net~~seeks ~~tangible~~removal ~~book value~~ of ~~approximately $ million,~~a orproduct ~~approximately $ per~~from ~~share, and~~ the ~~dilution~~marketplace ~~per share~~and toimpose ~~investors~~fines inand ~~this~~penalties. ~~offering~~Even ~~would~~when benot ~~approximately $ per share~~merited, ~~assuming~~class ~~the~~claims, ~~assumed initial~~action ~~public~~by ~~offering~~the ~~price~~FTC ofor ~~$ per~~state ~~share,~~attorneys ~~the~~general ~~mid-point~~enforcement ofactions ~~the~~can ~~range~~be ~~set~~expensive ~~forth~~to ondefend ~~the~~and ~~front cover~~adversely ofaffect ~~this~~our ~~prospectus,~~reputation ~~remains~~with existing ~~the same~~ and ~~after~~potential ~~deducting the~~customers ~~underwriting~~and ~~discount~~consumers and ~~estimated~~our ~~offering~~corporate ~~expenses payable~~and bybrand ~~us. Similarly~~image, awhich ~~decrease~~could ofhave ~~1.0 million~~a ~~shares in~~material ~~the~~and ~~number~~adverse ofeffect ~~shares~~on ~~offered~~our bybusiness, usfinancial ~~would~~condition ~~result~~or inresults anof ~~as adjusted~~operations. ~~net~~The ~~tangible~~labeling ~~book value~~ of ~~approximately $ million,~~our ~~or approximately $ per share~~products, and ~~the~~their ~~dilution~~distribution, ~~per~~is ~~share~~also subject to ~~investors~~regulation inby ~~this~~governmental ~~offering~~authorities ~~would~~in beeach ~~approximately $ per~~jurisdiction ~~share,~~where ~~assuming~~our ~~the~~products ~~assumed initial~~are ~~public~~marketed. ~~offering~~For ~~price of $ per share~~example, the ~~mid-point~~USDA ofrequires ~~the~~compliance ~~range~~with ~~set~~certain ~~forth~~growing onproduction ~~the~~and ~~front cover~~certification ofrequirements ~~this~~as ~~prospectus,~~a ~~remains~~condition ~~the~~to ~~same~~labeling ~~and after deducting~~foods with the ~~underwriting~~word ~~discount~~“organic” ~~and~~or ~~estimated~~with ~~offering~~the ~~expenses payable~~USDA byorganic usseal. ~~The~~A asfailure ~~adjusted~~to ~~information~~comply ~~discussed~~with ~~above~~labeling ~~is illustrative~~requirements ~~only~~could ~~and~~result ~~will~~in ~~adjust~~enforcement ~~based~~proceedings onthat ~~the~~could ~~actual~~materially ~~initial public~~affect ~~offering~~our ~~price~~marketing and ~~other terms of this offering~~distribution.

~~The~~We ~~following~~are ~~table sets forth, on~~ the assubject ~~adjusted~~of ~~basis described~~a ~~above, at June 20, 2009, the difference between the~~ number of ~~shares~~legal ~~of common stock purchased~~proceedings, ~~the~~investigations ~~total consideration~~and ~~paid~~inquiries ~~and~~that ~~the~~could ~~average~~have ~~price~~a ~~per~~material ~~share~~adverse ~~paid~~effect byon ~~the~~our ~~existing~~reputation, ~~stockholder~~business, ~~and~~financial ~~by investors purchasing shares in this offering~~condition, ~~before~~cash ~~deducting~~flows ~~the~~and ~~underwriting~~results ~~discount~~of operations, and ~~estimated~~ ~~offering~~could ~~expenses~~result ~~payable~~in byadditional usclaims.

~~Shares~~We ~~Purchased~~have been ~~Total~~or ~~Consideration~~are ~~Average~~currently ~~Price~~the ~~Number~~subject ~~Percent~~of ~~Amount~~a ~~Percent~~number ~~Per~~of ~~Share~~legal ~~Existing~~proceedings ~~stockholder~~and $civil ~~New~~and ~~investors~~criminal $investigations ~~Total~~and %inquiries %by $governmental agencies, including matters related to DBCP use in the past, product safety and health, product recalls, environmental property damage and personal injury, securities litigation and tax disputes. In addition, the DOJ is currently conducting an investigation in relation to a listeria outbreak at our Springfield Facility. For more information regarding legal proceedings, see, “Business—Legal Proceedings,” below. We are unable to predict how long such proceedings, investigations and inquiries will continue or the full scope of such investigations, but we anticipate that we will continue to incur significant costs in connection with these matters and that these proceedings, investigations and inquiries will result in a substantial distraction of management’s time, regardless of the outcome. These proceedings, investigations and inquiries may result in damages, fines, penalties, consent orders or other administrative action against us and/or certain of our officers, or in changes to our business practices, and any such fines or penalties could be greater than we currently anticipate. Furthermore, publicity surrounding these proceedings, investigations and inquiries

A $1.00 increase or decrease in the assumed initial public offering price of $ per share, the mid-point of the range set forth on the front cover of this prospectus, would increase or decrease total consideration paid by new investors and total consideration paid by all stockholders by $ million, assuming that the number of shares

~~offered~~or byany usenforcement ~~set~~action ~~forth~~as ona ~~the~~result ~~front cover of this prospectus~~thereof, ~~remains~~ ~~the~~even ~~same,~~if ~~and~~ultimately ~~after~~resolved ~~deducting~~favorably ~~the~~for ~~underwriting discount and estimated offering expenses payable by~~ us. Ancould ~~increase~~result ~~or decrease of 1.0 million shares~~ in ~~the~~additional ~~number~~investigations ~~of shares offered by us would increase or decrease the total consideration paid to us by new investors~~ and ~~total~~legal ~~consideration~~proceedings. ~~paid~~As toa ~~us by all stockholders by $ million~~result, ~~assuming~~these ~~the~~proceedings, ~~assumed~~investigations ~~initial~~and ~~public~~inquiries ~~offering~~could ~~price~~have ~~of $ per~~a ~~share,~~material ~~the~~adverse ~~mid-point~~effect ~~of the range set forth~~ on ~~the~~our ~~front~~reputation, ~~cover~~business, offinancial ~~this prospectus~~condition, ~~remains the~~cash ~~same~~flows and ~~after~~results ~~deducting~~of ~~the underwriting discount and estimated offering expenses payable by us~~operations.

We are increasingly dependent on information technology, and expanding social media vehicles present new risks.

The inappropriate use of certain media vehicles could cause brand damage or information leakage. Negative posts or comments about us or our products on any social networking web site could seriously damage our reputation. In addition, the disclosure of non-public company sensitive information through external media channels could lead to information loss. Identifying new points of entry as social media continues to expand presents new challenges. Any business interruptions or damage to our reputation could negatively impact our financial condition, results of operations and the market price of our common stock.

Tax matters, including changes in tax rates, disagreements with taxing authorities and imposition of new taxes could impact our results of operations and financial condition.

We are subject to taxes in the U.S. and numerous foreign jurisdictions where the Company’s subsidiaries are organized. Due to economic and political conditions, tax rates in various foreign jurisdictions may be subject to significant change. The future effective tax rate could be affected by changes in our mix of earnings in countries with differing statutory tax rates, changes in valuation of our deferred tax assets and liabilities, or changes in tax laws or their interpretation, including possible U.S. tax reform and contemplated changes in other countries of long-standing tax principles. These and other similar changes, if finalized and adopted, could have a material impact on our income tax expense and deferred tax balances.

We are also subject to regular reviews, examinations and audits by the Internal Revenue Service, or IRS, and other taxing authorities with respect to taxes inside and outside of the United States. Although we believe our tax estimates are reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liability, including interest and penalties. There can be no assurance that payment of such additional amounts upon final adjudication of any disputes will not have a material impact on our results of operations and financial position.

We also need to comply with new, evolving or revised tax laws and regulations. The enactment of or increases in tariffs, including value added tax, or other changes in the application of existing taxes, in markets in which we are currently active, or may be active in the future, or on specific products that we sell or with which our products compete, may have an adverse effect on our business or on our results of operations.

The vote by the United Kingdom to exit the European Union could adversely affect us.

On June 23, 2016, the U.K. held a referendum in which a majority of voters approved an exit from the E.U., commonly referred to as “Brexit.” Although the referendum was voluntary and not mandatory, the British government has begun negotiating the terms of the U.K.’s withdrawal from the E.U. The announcement of Brexit caused significant volatility in global stock markets and currency exchange fluctuations, including a sharp decline in the value of the British pound sterling and the euro as compared to the U.S. dollar and other currencies. The long-term effects of Brexit are expected to depend on, among other things, any agreements the U.K. makes to retain access to E.U. markets, either during a transitional period or more permanently. Brexit could adversely affect European or worldwide economic or market conditions and could contribute to instability in global financial markets. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace or replicate. Until the terms and timing of the U.K.’s exit from the E.U. become more clear, it is not possible to determine the impact that the referendum, the U.K.’s departure from the E.U. and/or any related matters may have on us; however, any of these effects of

~~SELECTED CONSOLIDATED~~Brexit, ~~FINANCIAL~~and ~~DATA~~ others we cannot anticipate, could adversely affect our business, business opportunities, results of operations, financial condition and cash flows.

~~The~~Significant ~~following~~developments ~~table~~stemming sets forth a summary of our selected consolidated financial data. We derived the selected consolidated financial data as of January 3, 2009 and December 29, 2007 and for the years ended January 3, 2009, December 29, 2007, and December 30, 2006 from ~~our~~ audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated financial data as of December 30, 2006, December 31, 2005, and January 1, 2005, and for the ~~years~~recent ~~ended December 31, 2005 and January 1, 2005 have been derived from our financial statements for such years, which are not included in this prospectus~~U.S. ~~Amounts~~presidential ~~from~~election ~~these~~could ~~previously audited financial statements~~ have ~~been~~a ~~revised~~material toadverse ~~reflect~~effect ~~the~~on ~~reclassifications required as a result of~~ our ~~adoption of FASB Statement No~~business. ~~160, Noncontrolling Interests in Consolidated~~ Financial Statements — an amendment of ARB No. 51, for which the related reclassification for such years have not been audited, as well as the reclassification of certain businesses as discontinued operations, for which the related reclassifications have not been audited for the year ended January 1, 2005.

WeOn ~~derived~~January 20, ~~the~~2017, ~~selected~~Mr. Donald J. ~~consolidated~~Trump ~~financial~~was ~~data~~inaugurated ~~for~~as the ~~half years~~president ~~ended~~of ~~June 20,~~the ~~2009~~United ~~and~~States. ~~June 14~~As a presidential candidate, ~~2008~~President ~~from~~Trump ~~our unaudited~~expressed ~~condensed~~various ~~consolidated~~concerns ~~financial~~regarding ~~statements~~existing ~~included elsewhere~~trade inagreements, ~~this~~such ~~prospectus~~as the North American Free Trade Agreement, ~~which~~or NAFTA, inand raised the ~~opinion~~possibility of ~~our management,~~imposing ~~have~~border ~~been~~taxes ~~prepared~~or significant increases on ~~the~~tariffs ~~same~~on ~~basis~~goods imported asinto the ~~audited financial~~United ~~statements~~States, ~~and~~which ~~reflect~~could ~~all~~result ~~adjustments,~~in ~~consisting only~~increased ofimport ~~normal~~costs ~~recurring~~and ~~adjustments,~~lower ~~necessary~~sales ~~for~~or agross ~~fair presentation~~margins. As of ~~our~~the ~~results~~date of ~~operations~~this ~~and~~prospectus, ~~financial~~it ~~position for~~remains ~~such~~unclear ~~periods.~~what ~~Results~~actions, ~~for~~if ~~the~~any, ~~half~~President ~~years~~Trump ~~ended~~will ~~June 20~~take with respect to NAFTA, other ~~2009~~international trade agreements and ~~June 14~~tariffs on goods imported into the United States. If the United States were to withdraw from or materially modify NAFTA or other international trade agreements to which it is a party, ~~2008~~or ~~are~~if ~~not~~tariffs ~~necessarily~~were ~~indicative~~raised ofon the ~~results~~foreign-sourced goods that we sell, such goods may no longer be ~~expected~~sellable ~~for~~or ~~the~~available ~~entire~~at ~~year.~~a commercially attractive price or at all, which in turn could have a material adverse effect on our business, financial condition and results of operations.

~~The~~President ~~selected~~Trump ~~consolidated~~has ~~financial~~also ~~data~~indicated ~~set~~an ~~forth~~intention ~~below~~to ~~are~~request ~~not~~that Congress make significant changes to U.S. tax laws, including ~~necessarily~~imposing ~~indicative~~potential ofborder taxes, and make significant changes to, replace or eliminate the ~~results~~Affordable Care Act. In addition, President Trump has expressed concerns over the issuance of ~~future~~work ~~operations~~visas and ~~should~~ beimmigration ~~read~~policies in ~~conjunction~~general along with concerns regarding the ~~discussion~~overall ~~under~~level ~~the heading~~of ~~“Management’s~~U.S. business ~~Discussion~~regulation, which could, among other things, reduce our labor mobility. Changes in U.S. social, political, regulatory and ~~Analysis~~economic ofconditions or laws and policies governing health care ~~Financial~~system ~~Condition~~and drug prices, U.S. tax laws, including changes to or new border taxes and/or ~~Results~~import or export duties, foreign trade, manufacturing, immigration, the level of ~~Operations”~~business regulation and development and investment in the territories and ~~other~~countries ~~financial~~where ~~information~~we ~~included~~operate ~~elsewhere~~could inadversely ~~this prospectus~~affect our operating results and our business.

	Half Year Ended						Fiscal Year Ended
	June 20,			June 14,			January 3,			December 29,			December 30,			December 31,			January 1,
	2009			2008			2009			2007			2006			2005			2005
	(Dollars in millions, except per share and share data in thousands)
Summary of Operations:(1)(2)
Revenues, net	$	3,311		$	3,723		$	7,620		$	6,821		$	5,991		$	5,638		$	5,093
Operating income		231			175			275			149			136			229			308
Income (loss) from continuing operations, net of income taxes		123			152			147			(38	)		(40	)		48			137
Income (loss) from discontinued operations, net of income taxes		—			1			(27	)		(16	)		(50	)		(1	)		5
Gain on disposal of discontinued operations, net of income taxes		2			—			3			—			3			—			—
Net income (loss)		125			153			123			(54	)		(87	)		47			142
Less: Net income attributable to noncontrolling interests(3)		(2	)		(1	)		(2	)		(3	)		(3	)		(3	)		(7	)
Net income (loss) attributable to Dole Food Company, Inc.(3)		123			152			121			(57	)		(90	)		44			135
Income (loss) from continuing operations per share, basic and diluted(4)	$			$			$			$			$			$			$
Weighted average shares used in computing basic and diluted net income (loss) per share(4)
Other Financial Metrics:(1)(3)
EBIT(5)	$	228		$	177		$	273		$	161		$	158		$	236		$	313
Adjusted EBITDA(5)		266			233			412			335			293			371			458
Adjusted EBITDA margin(6)		8.0	%		6.3	%		5.4	%		4.9	%		4.9	%		6.6	%		9.0	%

We are subject to the U.S. Foreign Corrupt Practices Act and other anti-corruption laws or trade control laws, as well as other laws governing our operations. If we fail to comply with these laws, we could be subject to civil or criminal penalties, other remedial measures, and legal expenses, which could adversely affect our business, financial condition and results of operations.

We are subject to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, or FCPA, and other anti-corruption laws that apply in countries where we do business. The FCPA, UK Bribery Act and these other laws generally prohibit us and intermediaries from bribing, being bribed or making other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage. We operate in a number of jurisdictions, some of which may pose a high risk of potential FCPA violations, and we participate in joint ventures and relationships with third parties whose actions could potentially subject us to liability under the FCPA or local anti-corruption laws. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted.

We are also subject to other laws and regulations governing our international operations, including regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security, the U.S. Department of Treasury’s Office of Foreign Asset Control, and various non-U.S. government entities, including applicable export control regulations, economic sanctions on countries and persons, customs requirements, currency exchange regulations and transfer pricing regulations, or collectively, Trade Control laws.

There is no assurance that we will be completely effective in ensuring our compliance with all applicable anticorruption laws, including the FCPA or other legal requirements, including Trade Control laws. If we are not in compliance with the FCPA and other anti-corruption laws or Trade Control laws, we or our franchisees may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal

	Half Year Ended				Fiscal Year Ended
	June 20,		June 14,		January 3,		December 29,		December 30,		December 31,		January 1,
	2009		2008		2009		2007		2006		2005		2005
	(Dollars in millions)
Balance Sheet and Other Information:(3)
Working capital (current assets less current liabilities)	$	492	$	610	$	531	$	694	$	688	$	538	$	425
Total assets		4,224		4,758		4,365		4,643		4,612		4,413		4,327
Long-term debt (excludes current portion)		1,576		1,961		1,799		2,316		2,316		2,001		1,837
Total debt		2,011		2,405		2,204		2,411		2,364		2,027		1,869
Total shareholders’ equity		555		519		433		355		366		644		705
Cash dividends declared and paid to parent		—		—		—		—		164		77		20
Proceeds from sales of assets and businesses, net		59		32		226		42		31		19		11
Capital additions from continuing operations		18		24		74		104		115		141		95
Depreciation and amortization from continuing operations		55		64		138		151		144		144		138

expenses, which could have an adverse impact on our business financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of the FCPA other anti-corruption laws or Trade Control laws by United States or foreign authorities could also have an adverse impact on our reputation, business, financial condition and results of operations.

(1)		Discontinued operations for the periods presented relate to the reclassification of the Company’s fresh-cut flowers and North American citrus and pistachio operations to discontinued operations during 2008 and 2007, respectively, the sale of the Company’s Pacific Coast Truck operations during 2006 and the resolution during 2005 of a contingency related to the 2001 disposition of the Company’s interest in Cerveceria Hondureña, S.A.
(2)		Dole sold its JP Fresh and Dole France subsidiaries during the fourth quarter of 2008 to Compagnie Fruitiere Paris, an equity method affiliate. The historical periods presented include the results of these entities as part of the Fresh Fruit operating segment.
(3)		Dole adopted FASB Statement No. 160, or FAS 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51, during the first quarter of 2009. Historical periods presented have been reclassified to conform to the 2009 presentation.
(4)		Income (loss) from continuing operations per share, basic and diluted, and weighted average shares gives effect to our proposed for stock split.
(5)		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 gains on certain derivative instruments to EBIT (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 EBIT, 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 Statement of Financial Accounting Standards No. 133, 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 reduce the leverage of the Company with proceeds generated from the sale of non-core assets during the 2008 fiscal year and the six months ended June 20, 2009. Gains on asset sales for periods prior to the fiscal year ended January 3, 2009 were not material.
		EBIT and Adjusted EBITDA are not calculated or presented in accordance with 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 GAAP. Further, EBIT and Adjusted EBITDA as used herein are not necessarily comparable to similarly titled measures of other

Risks Relating to Our Indebtedness

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

We have a substantial amount of indebtedness. As of December 31, 2016, we had approximately $1.14 billion in senior secured indebtedness, approximately $146.8 million in vessel and other secured financing and approximately $17.9 million in other indebtedness. We expect to have approximately $ billion of outstanding senior secured indebtedness after giving effect to this offering and the application of the proceeds. See “Use of Proceeds.” Our substantial indebtedness could have important consequences. For example, our substantial indebtedness may:

•

make it more difficult for us to satisfy our other obligations;

•

limit, among other things, our ability to borrow additional amounts in the future for working capital, capital expenditures, acquisitions, debt service requirements, execution of our growth strategy or other purposes or make such financing more costly. Failing to comply with restrictive covenants with respect to our indebtedness 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;

•

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;

•

result in a triggering of customary cross-default and cross-acceleration provisions with respect to certain of our debt obligations if an event of default or acceleration occurs under one of our other debt obligations;

•

expose us to the risk of increased interest rates, as certain of our borrowings, including those under our senior secured credit facilities, are at variable rates of interest;

•

require us to sell assets, beyond those assets currently classified as assets held-for-sale, to reduce indebtedness or influence our decisions about whether to do so;

•

increase our vulnerability to competitive pressures and to general adverse economic and industry conditions, including fluctuations in market interest rates or a downturn in our business;

•

limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;

•

restrict us from making strategic acquisitions or pursuing business opportunities; and

•

place us at a disadvantage compared to our competitors that have relatively less indebtedness.

The occurrence of any of these events could have a material adverse effect on our ability to satisfy our debt obligations.

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

To service our debt and other cash requirements, we require a significant amount of cash. Our ability to generate cash, make scheduled payments of our obligations, finance or refinance our obligations depends on our successful financial and operating performance, our ability to consummate asset sales and our ability to raise

~~companies.~~ additional ~~However,~~debt ~~we have included EBIT~~ and/or ~~Adjusted~~equity ~~EBITDA~~proceeds. ~~herein~~Our ~~because~~financial ~~management believes that EBIT~~ and ~~Adjusted~~operating ~~EBITDA are useful~~ performance ~~measures for us. In addition~~, ~~EBIT~~cash flow and ~~Adjusted~~capital ~~EBITDA~~resources ~~are~~depend ~~presented~~upon ~~because~~prevailing ~~our~~economic ~~management~~conditions ~~believes~~and ~~that~~various ~~these measures are frequently used by securities analysts~~financial, ~~investors~~business and other ~~others~~factors, inmany ~~the evaluation~~ of ~~our~~which ~~Company.~~are ~~Management~~beyond ~~internally uses EBIT and Adjusted EBITDA for decision making and to evaluate~~ our ~~performance~~control. ~~Refer~~These tofactors ~~“Management’s~~include ~~Discussion~~among and Analysis of Financial Condition and Results of Operations” included in this prospectus for further information regarding the use of non-GAAP measures. EBIT and Adjusted EBITDA are calculated as followsothers:

	Half Year Ended						Fiscal Year Ended
	June 20,			June 14,			January 3,			December 29,			December 30,			December 31,			January 1,
	2009			2008			2009			2007			2006			2005			2005
	(Dollars in millions)
Income (loss) from continuing operations	$	123		$	152		$	147		$	(38	)	$	(40	)	$	48		$	137
Interest expense		88			85			174			195			175			143			152
Income taxes		17			(60	)		(48	)		4			23			45			24
EBIT		228			177			273			161			158			236			313
Depreciation and amortization from continuing operations		55			64			138			151			144			144			138
Net unrealized (gain) loss on derivative instruments		(7	)		6			49			22			(20	)		—			—
Foreign currency exchange (gain) loss on vessel obligations		7			(2	)		(21	)		1			11			(9	)		7
Gain on asset sales		(17	)		(12	)		(27	)		—			—			—			—
Adjusted EBITDA	$	266		$	233		$	412		$	335		$	293		$	371		$	458

•

economic and competitive conditions;

~~(6)~~• ~~Adjusted~~changes ~~EBITDA~~in ~~margin~~laws isand ~~defined as the ratio of Adjusted EBITDA to net revenues. We present Adjusted EBITDA margin because management believes that it is a useful performance measure for us.~~regulations;

•

changes in consumer preferences;

•

operating difficulties, increased operating costs or pricing pressures we may experience; and

•

delays in implementing any strategic projects.

Our ability to consummate currently contemplated asset sales is subject to prevailing market conditions, and no assurance can be given as to our ability to consummate asset sales on terms we would find acceptable or at all. Our ability to raise additional debt and/or equity proceeds is subject to prevailing market conditions, our leverage levels and other factors beyond our control.

If our cash flow and capital resources, together with proceeds of asset sales, are insufficient to fund our debt service and other obligations, we may be forced to reduce or delay capital expenditures, obtain additional capital or restructure our debt. If we are required to take any actions referred to above, it could have a material adverse effect on our business, financial condition or results of operations. In addition, we cannot give assurance that we would be able to take any of these actions on terms acceptable to us, or at all, that these actions would enable us to continue to satisfy our capital requirements or that these actions would be permitted under the terms of our various debt agreements.

Despite our current indebtedness levels and the restrictive covenants set forth in agreements governing our indebtedness, we and our subsidiaries may still incur significant additional indebtedness, including secured indebtedness. Incurring more indebtedness could increase the risks associated with our substantial indebtedness.

Subject to the restrictions in our senior secured credit facilities and the indenture governing our senior secured notes, we, and certain of our subsidiaries, may incur significant additional indebtedness, including additional secured indebtedness. For example, we have the ability to draw up to $175.0 million under our senior secured credit facility, less any letters of credit that may be outstanding and subject to availability under our borrowing base. Although the terms of our senior secured credit facilities and the indenture governing senior secured notes due 2025 contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and additional indebtedness incurred in compliance with these restrictions could be significant. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we now face could increase.

Restrictive covenants in our debt instruments restrict or prohibit our ability to engage in or enter into a variety of transactions, which could adversely restrict our financial and operating flexibility and subject us to other risks.

The indenture governing our notes and our senior secured credit facilities contain various restrictive covenants that limit our and our subsidiaries’ ability to take certain actions. In particular, these agreements will limit our and our subsidiaries’ ability to, among other things:

•

incur additional indebtedness;

•

make restricted payments, including paying dividends on, redeeming or repurchasing our common stock;

•

issue preferred stock of subsidiaries;

~~MANAGEMENT’S DISCUSSION~~• ~~AND~~make ~~ANALYSIS OF~~certain ~~FINANCIAL~~investments ~~CONDITION~~or ~~AND RESULTS OF OPERATIONS~~ acquisitions;

~~You~~• ~~should~~create ~~read~~liens ~~the~~on ~~following discussion in conjunction with~~ our ~~consolidated~~assets ~~financial statements and the related notes and other financial information included in this prospectus. In addition~~ to ~~historical~~secure consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.” debt;

~~General Overview~~ • engage in certain types of transactions with affiliates;

We• ~~are~~have the world’s leading producer, marketer and distributor of fresh fruit and fresh vegetables, including an expanding line of value-added products. In the markets we serve, we hold the number 1 or number 2 market share position in our ~~key~~restricted ~~product~~subsidiaries ~~categories,~~make ~~including~~payments bananas, packaged salads and packaged fruit. For the last twelve months ended June 20, 2009, we had revenues of approximately $7.2 billion, Adjusted EBITDA of approximately $445 million and net income attributable to ~~Dole Food Company, Inc. of approximately $92 million.~~ us;

We• ~~provide wholesale~~merge, ~~retail~~consolidate ~~and~~or ~~institutional~~transfer ~~customers~~substantially ~~around the~~all ~~world~~of ~~with high quality food products that bear the DOLE® trademarks. We believe the DOLE trademarks and~~ our ~~products~~assets; ~~have global appeal as they offer value~~ and ~~convenience, while also benefiting from the growing focus on health and wellness among consumers worldwide.~~

~~Founded~~• intransfer ~~1851, we have built a fully-integrated operating platform that allows us to source, grow, process, market~~ and ~~distribute~~ ~~our~~sell ~~nearly 200 products in more than 90 countries~~assets. We source our products worldwide 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, shipping and marketing services. We then use our global cold storage supply chain that features the largest dedicated refrigerated containerized fleet in the world, as well as an extensive network of packaging, ripening and distribution centers, to deliver fresh Dole products to market.

WeOur ~~believe~~senior wesecured ~~are~~credit ~~well-positioned~~facility toalso ~~take~~requires ~~advantage~~us, ofunder ~~worldwide~~certain ~~growth~~circumstances, ~~opportunities~~to inmaintain ~~each~~compliance ofwith ~~our~~a ~~product~~ratio ~~segments.~~of ~~Unlike multi-branded~~our ~~companies~~EBITDA, ~~all~~as ofdefined ~~our~~in ~~products carry~~ the ~~DOLE label~~facility, ~~making~~to ~~DOLE~~certain ~~one~~fixed charges of ~~the~~at ~~most~~least ~~recognizable~~1.0 ~~brands~~to ~~in the world~~1. ~~Our~~0 ~~brand~~at iscertain ~~placed~~times inwhen ~~key~~the ~~aisles~~availability ~~throughout supermarkets,~~under ~~including~~our ~~center~~facility ~~aisles~~is ~~with~~less ~~canned~~than ~~fruit and fruit cups,~~ the ~~frozen~~greater ~~section~~of ~~with~~10% ~~our~~of ~~growing~~the ~~line~~lower of ~~frozen~~ ~~fruits,~~the ~~outer~~borrowing ~~aisles~~base inor ~~the~~total ~~refrigerated~~commitments ~~juice~~under ~~section~~the facility, asor ~~well as~~$15 million. ~~the~~Our ~~refrigerated~~term ~~salad~~loan ~~section~~requires ~~and~~us ~~the~~to ~~fresh~~maintain ~~produce section. In~~compliance ~~addition,~~with wea ~~believe~~maximum ~~that~~first ~~our~~lien ~~well-developed~~net leverage ratio, ~~state of~~which ~~the~~currently ~~art~~is ~~infrastructure~~set ~~provides~~at us6.00 ~~with~~to ~~cost~~1.00, ~~and~~with ~~scale~~subsequent step-downs ~~benefits~~beginning ~~and~~in is2019. aOur ~~strong~~ability ~~platform~~to ~~from~~comply ~~which~~with wethese ~~can~~ratios ~~meet worldwide~~may ~~demand~~be ~~for~~affected by events beyond our ~~products~~control.

Any or all of these covenants Wecould ~~anticipate~~have ~~the~~a ~~following~~material ~~factors~~adverse ~~will~~effect ~~contribute~~on our business by limiting our ability to ~~growth~~take ~~in revenues~~advantage of financing, merger and ~~unit~~acquisition ~~sales:~~or other corporate opportunities, or to fund our operations. Any future debt could also contain financial and other covenants more restrictive than those imposed under our senior secured credit facilities and the indenture that governs our senior secured notes.

InA ~~our~~breach ~~fresh~~of ~~fruit~~any ~~segment,~~of these restrictive covenants or any other provision in any debt instrument governing our ~~worldwide~~current ~~refrigerated~~or ~~supply chain~~future indebtedness, could ~~and~~result ~~the~~in ~~management~~a ofdefault ~~this~~under ~~platform~~that instrument and, ~~are~~due ~~core competencies~~to customary cross-default and ~~will~~cross- ~~contribute~~acceleration toprovisions, ~~future~~could ~~growth. We~~result ~~believe that~~in asa ~~the~~default ~~world~~under ~~economies~~our ~~improve~~other debt instruments. If a default occurs, the ~~consumption~~lenders ofunder ~~fresh~~our senior secured credit ~~fruit~~facilities ~~and~~could ~~bananas~~elect ~~will~~to ~~increase~~declare ~~along~~all ~~with~~amounts ~~per~~outstanding ~~capita~~to ~~income. In~~be ~~particular,~~immediately ~~demand~~due and payable and, in ~~Eastern~~some ~~Europe~~cases, ~~Russia~~terminate all commitments to extend further credit. If we were unable to repay those amounts, the ~~Middle~~lenders ~~East and~~could ~~China~~proceed isagainst ~~expected~~the collateral granted to ~~grow~~them, atif aany, ~~much~~to ~~faster~~secure ~~rate~~the ~~than elsewhere~~indebtedness. inIf the ~~years~~lenders ~~ahead. We~~under ~~are~~our ~~well~~current ~~positioned~~or future indebtedness were to ~~capitalize~~ onaccelerate ~~these~~the ~~trends~~payment ~~based~~of onthe ~~our~~indebtedness, ~~growing~~we ~~worldwide distribution~~cannot ~~network~~assure ~~supported~~you bythat our ~~integrated~~assets ~~refrigerated supply~~would ~~chain~~be ~~and~~sufficient ~~refrigerated~~to ~~shipping~~timely ~~fleet.~~repay in full such indebtedness.

InOur ~~our~~variable ~~fresh~~rate ~~vegetables~~indebtedness ~~segment,~~subjects ~~we believe that operational improvements position~~ us ~~for~~to ~~future~~interest ~~growth~~rate ~~and increased profitability. The improvements~~risk, ~~including~~which ~~the~~could ~~recent~~cause ~~opening of~~ our ~~East~~debt ~~Coast production facility, the introduction of a~~service ~~series~~obligations ~~of new salad products and increased consumer promotions, will contribute~~ to ~~the~~increase ~~future growth of our fresh vegetables segment~~significantly.

InBorrowings ~~our~~under ~~packaged~~some ~~foods~~of ~~segment~~our debt, weincluding ~~have~~our asenior ~~line~~secured ofcredit ~~multi-serve~~facilities, are at ~~fruit~~variable inrates ~~plastic~~of ~~jars~~interest and anexpose ~~expanding~~us ~~line~~to ofinterest ~~frozen~~rate ~~fruit products~~risk. ~~Based~~ onIf interest rates increase, our ~~packaged~~debt ~~foods~~service ~~product~~obligations ~~portfolio,~~on ~~we believe~~the wevariable rate indebtedness will ~~continue~~increase toeven ~~benefit~~though ~~from~~the ~~consumers’~~amount ~~growing focus~~borrowed onremains ~~health~~the same, ~~wellness~~and our net income and ~~convenience~~cash flows, ~~worldwide~~including cash available for servicing our indebtedness, will correspondingly decrease. ~~Growth~~ As of December 31, 2016, we had $1.01 billion of outstanding borrowings at variable interest rates. A 100 basis point increase or decrease in the interest rates on our ~~packaged~~variable ~~foods~~rate ~~segment~~debt iswould ~~expected~~result toin ~~come~~an ~~from~~increase or decrease in annual interest expense by approximately $10.0 million. Although we may periodically enter into interest rate swaps that manage our ~~pipeline~~exposure to interest rate ofvolatility, ~~new~~there ~~products~~can inbe ~~North~~no ~~America~~assurance that we will be able to maintain interest rate swaps with respect to all of our variable rate indebtedness and ~~growing~~that ~~international markets~~any swaps we enter into willfully mitigate our interest rate risk.

Risks Relating to this Offering and Ownership of Our Common Stock

There has not been a public market for our shares since 2013 and an active market may not develop or be maintained, which could limit your ability to sell shares of our common stock.

Before this offering, there has not been a public market for our shares of common stock since 2013. Although we intend to apply to list the common stock on the , an active public market for our stock may

~~Contemplated Transactions~~never indevelop ~~Connection~~or, ~~with~~if one develops, it may not be sustained following this offering. Accordingly, no assurance can be given as to the ~~Offering~~ following:

~~Prior~~• to the ~~consummation~~likelihood ~~of this offering, we intend to complete transactions which will result in the elimination of the current cross-default provisions~~ that ~~exist~~an ~~between~~active ~~our senior~~trading ~~secured~~market ~~facilities~~for ~~and certain indebtedness of~~ our ~~parent company,~~common ~~DHM~~stock ~~Holdings,~~will ~~and~~develop its affiliates. As a result, no event of default under one of these loans would cause an event of default under our senior secured credit facilities. In addition, we are exploring certain structuring alternatives involving DHM Holdings in order to more efficiently operate as a public company, any of which would be completed prior to the consummation of this offering. Such alternatives could include a merger or ~~other combination with DHM Holdings, but in connection with any such combination, DHM Holdings’ interests in Westlake Wellbeing Properties, LLC, a hotel operating company, would~~ be transferred to affiliates of Mr. Murdock. We may also consider transferring ownership interests in certain non-core land we currently hold, including in Hawaii, to other affiliates of Mr. Murdock. sustained;

~~Non-GAAP Financial Measures~~ • the liquidity of any such market;

~~EBIT~~• ~~and Adjusted EBITDA are measures commonly used by financial analysts in evaluating~~ the ~~performance~~ability of ~~companies.~~our ~~EBIT~~shareholders ~~is calculated by adding back interest expense and income taxes~~ to ~~income~~ ~~(loss)~~sell ~~from~~their ~~continuing~~shares 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 gains on certain derivative instruments to EBIT (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 EBIT, and by subtracting the gain on asset sales from EBIT. During the first quarter of ~~2007,~~common ~~all~~stock; of the Company’s foreign currency and bunker fuel hedges were designated as effective hedges of cash flows as defined by Statement of Financial Accounting Standards No. 133, 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 reduce the leverage of the Company with proceeds generated from the sale of non-core assets during the 2008 fiscal year and the half year ended June 20, 2009. Gains on asset sales for periods prior to the fiscal year ended January 3, 2009 were not material. or

~~EBIT~~• ~~and~~the ~~Adjusted~~price EBITDA are not calculated or presented in accordance with 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 GAAP. Further, EBIT and Adjusted EBITDA as used herein are not necessarily comparable to similarly titled measures of other companies. However, we have included EBIT and Adjusted EBITDA herein because management believes that ~~EBIT and Adjusted EBITDA are useful performance measures for us. In addition, EBIT and Adjusted EBITDA are presented because~~ our ~~management~~shareholders ~~believes that~~may ~~these~~obtain ~~measures are frequently used by securities analysts, investors and others in the evaluation of our Company. Management internally uses EBIT and Adjusted EBITDA~~ for ~~decision making~~their ~~and~~common ~~to evaluate our performance~~stock.

~~Adjusted~~If ~~EBITDA~~an ~~has~~active ~~limitations~~market asfor our ancommon ~~analytical~~stock ~~tool~~with ~~and~~meaningful ~~should~~ trading volume does not bedevelop ~~considered~~or inis ~~isolation~~not ~~from~~maintained, orthe asmarket anprice ~~alternative~~of ~~to, operating~~our ~~income,~~common ~~cash~~stock ~~flow~~may ordecline ~~other~~materially ~~combined~~below ~~income~~the oroffering ~~cash flow~~price ~~data~~and ~~prepared~~you inmay ~~accordance~~not ~~with~~be ~~GAAP.~~able ~~Some~~to ofsell ~~these limitations~~your ~~are:~~ shares.

•We itare ~~does~~a ~~not~~“controlled ~~reflect cash outlays for capital expenditures or contractual commitments; • it does not reflect changes in~~company,” orcontrolled ~~cash~~by ~~requirements~~David ~~for,~~H. ~~working capital; • it does not reflect the interest expense~~Murdock, orwhose ~~the~~interests ~~cash~~in ~~requirements~~our ~~necessary~~business tomay service interest or principal payments, on indebtedness; • it does not reflect income tax expense or the cash necessary to pay income taxes; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be ~~replaced~~different infrom ~~the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; and~~yours.

Upon completion of this offering and assuming the underwriters do not exercise their option to purchase additional shares, David H. Murdock and his controlled companies will own approximately shares, or %, of our outstanding common stock without giving effect to the shares of common stock subject to the Trust Offering (or shares of common stock if the initial purchasers’ option to purchase additional Trust securities in the Trust is exercised in full). Mr. Murdock and his affiliates will, for the foreseeable future, have significant influence over our management and affairs, and will be able to control virtually all matters requiring shareholder approval, including the election of directors and significant corporate transactions such as mergers or other sales of our company or assets.

Mr. Murdock and his controlled companies are able to, subject to applicable law, designate a majority of the members of the Board of Directors and control actions to be taken by us and our Board of Directors, including amendments to our amended and restated articles of incorporation, or Articles of Incorporation, and amended and restated bylaws, or Bylaws, and approval of significant corporate transactions, including mergers and sales of substantially all of our assets. The directors so elected will have the authority, subject to the terms of our indebtedness and the rules and regulations of , to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions. Because Mr. Murdock will own more than 50% of our voting power after giving effect to this offering, we are considered a “controlled company” for the purposes of the listing requirements. As such, we are permitted to opt out of, and have opted out of, the corporate governance requirements that our Board of Directors, our compensation committee and our nominating and corporate governance committee meet the standard of independence established by those corporate governance requirements. As a result, our Board of Directors and those committees may have more directors who do not meet the independence standards than they would if those standards were to apply. The independence standards are intended to ensure that directors who meet the independence standard are free of any conflicting interest that could influence their actions as directors. It is possible that the interests of Mr. Murdock may in some circumstances conflict with our interests and the interests of our other shareholders.

The trading price of our common stock may be volatile and could decline substantially following this offering.

The market price of our common stock following this offering may be highly volatile and subject to wide fluctuations. Some of the factors that could negatively affect the market price of our common stock or result in significant fluctuations in price, regardless of our actual operating performance, include:

•

actual or anticipated variations in our quarterly operating results;

•

changes in market valuations of similar companies;

•

changes in the markets in which we operate;

• ~~other~~additions ~~companies,~~or ~~including~~departures ~~other~~of ~~companies~~key ~~in our industry, may calculate Adjusted EBITDA differently than as presented in this prospectus, limiting their usefulness as comparative measures.~~personnel;

~~Because~~• ofactions ~~these~~by ~~limitations~~shareholders, ~~Adjusted~~including ~~EBITDA and~~ the ~~related ratios~~sale ~~presented~~by ~~throughout~~Mr. ~~the~~Murdock ~~prospectus~~and ~~should~~his ~~not~~controlled ~~be considered~~companies asof ~~measures~~any of ~~discretionary~~their ~~cash~~shares ~~available~~of ~~to invest in business growth or reduce indebtedness. We compensate for these limitations by relying primarily on~~ our ~~GAAP~~common ~~results and using Adjusted EBITDA only supplementally.~~ stock;

~~The~~• ~~SEC~~speculation ~~has adopted rules to regulate the use~~ in ~~filings with~~ the ~~SEC and public disclosures and~~ press ~~releases~~or ofinvestment ~~non-GAAP financial measures, such as EBIT and Adjusted EBITDA, that are derived on the basis of methodologies other than in accordance with GAAP. These rules require, among other things:~~ community;

• ageneral ~~presentation~~market, ~~with~~economic ~~equal or greater prominence of the most comparable financial measure or measures calculated~~ and ~~presented~~political inconditions, ~~accordance~~including ~~with~~an ~~GAAP;~~economic ~~and • a statement disclosing the purposes for which our management uses the non-GAAP financial measure.~~slowdown;

~~The~~• ~~rules~~uncertainty ~~prohibit~~regarding economic events, ~~among~~including ~~other~~in ~~things:~~ Europe in connection with the U.K.’s possible departure from the European Union;

• ~~exclusion~~changes ~~of charges or liabilities that require cash settlement or would have required cash settlement absent an ability to settle~~ in ~~another~~interest ~~manner, from non-GAAP liquidity measures~~rates; • adjustment of a non-GAAP performance measure to eliminate or smooth items identified as non-recurring, infrequent or unusual, when the nature of the charge or gain is such that it is reasonably likely to recur; and • presentation of non-GAAP financial measures on the face of any financial information.

~~For~~• aour ~~reconciliation~~operating ofperformance ~~EBIT~~ and ~~Adjusted~~the ~~EBITDA~~performance to its most directly comparable GAAP measure, see “Summary — Summary Unaudited Pro Forma and Historical Consolidated Financial Data” and “Management’s Discussion and Analysis of ~~Financial~~other ~~Condition~~similar ~~and Results of Operations — Supplemental Financial Information”.~~ companies;

~~Results of~~• ~~Operations~~ our ability to accurately project future results and our ability to achieve those and other industry and analyst forecasts; and

~~Second Quarter~~• ~~and~~new ~~First~~legislation ~~Half~~or ofother ~~2009~~ regulatory developments that adversely affect us, our markets or our industry.

Furthermore, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies and often occurs without regard to the operating performance of the affected companies. Therefore, factors that have little or nothing to do with us could cause the price ~~Overview~~ of our common stock to fluctuate, and these fluctuations or any fluctuations related to our company could cause the market price of our common stock to decline materially below the public offering price.

~~Significant~~The ~~highlights~~offering ~~for~~price per share of our ~~quarter~~common ~~and~~stock ~~half~~offered ~~year~~under ~~ended June 20,~~this ~~2009~~prospectus ~~were~~may asnot ~~follows:~~accurately reflect the value of your investment.

•Prior Weto ~~reduced~~this ~~our~~offering, ~~total~~there ~~net~~has ~~debt~~been ~~outstanding~~no bymarket ~~$145~~for ~~million during the second quarter of 2009. Total net debt is defined as total debt less cash and cash equivalents. Over the last five quarters, we reduced~~ our ~~total~~common ~~net debt outstanding by $480 million, or 20%, as a result of monetizing non-core assets, cost cutting initiatives and improved earnings~~stock. ~~Net~~The ~~debt~~offering atprice ~~the~~per ~~end~~share of ~~the second quarter of 2009 was $1.9 billion and there were no amounts outstanding under~~ our ~~asset~~common ~~based~~stock ~~revolving~~offered ~~credit facility of $350 million, or ABL revolver. • Cash flows provided~~ by this ~~operating~~prospectus ~~activities~~was ~~for~~negotiated ~~the~~between ~~first half of 2009 were $209.3 million compared to cash flows used in operating activities of $2.6 million during~~ the ~~first~~underwriters ~~half of 2008. Cash flows provided by operating activities increased primarily due to higher operating income~~ and ~~better working capital management~~us. •Factors ~~Net~~considered ~~revenues for the second quarter of 2009 were $1.7 billion compared to $2 billion~~ in ~~the~~determining ~~second quarter of 2008. The primary reasons for~~ the ~~decrease~~price ~~were the sale~~ of our ~~divested~~common ~~businesses,~~stock ~~and~~include: unfavorable foreign currency exchange movements in selling locations. • Excluding the net impact of unrealized hedging activity and gains on asset sales, operating income totaled $107.1 million in the second quarter of 2009, an improvement of $5.8 million, or 6%, over the second quarter of 2008. Excluding the net impact of unrealized hedging activity and gains on asset sales, operating income totaled $200.8 million for the first half of 2009, an increase of 29% over the first half of 2008.

•

the history and prospects of companies whose principal business is similar to ours;

•

market valuations of those companies;

•

our capital structure;

•

general conditions of the securities markets at the time of this offering; and

•

other factors that we and they deemed relevant.

The offering price may not accurately reflect the value of our common stock and may not be realized upon any subsequent disposition of the shares.

The coverage of our business or our common stock by securities or industry analysts or the absence thereof could adversely affect our stock price and trading volume.

The trading market for our common stock will be influenced in part by the research and other reports that industry or securities analysts may publish about us or our business or industry. We do not currently have, and may never obtain, research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price and volume of our stock would likely be negatively impacted. If analysts do cover us and one or more of them downgrade our stock, or if they issue other unfavorable commentary about us or our industry or inaccurate research, our stock price would likely decline. Furthermore, if one or more of these analysts cease coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets. Any of the foregoing would likely cause our stock price and trading volume to decline.

•Our ~~During~~charter ~~the~~documents ~~second~~will ~~quarter~~contain ofprovisions ~~2009,~~that ~~fresh~~may ~~fruit earnings excluding unrealized hedging activity and gains on asset sales were $103 million~~delay, andefer ~~improvement~~or ofprevent ~~approximately~~a $1change ~~million compared to strong 2008 operating results. Favorable market pricing worldwide offset increases in costs due to unfavorable weather conditions in Latin America. • Excluding the net impact~~ of ~~unrealized hedging activity, packaged foods operating performance improved by $9~~ control.5 million during the second quarter of 2009. Earnings grew due to improved pricing and lower product and distribution costs. • Packaged salads operating results in the second quarter of 2009 improved over the prior year as improved utilization and more efficient distribution were offset by increased marketing, general and administrative expenditures. Commodity vegetables earnings decreased over the prior year mainly due to lower pricing for celery and strawberries. • During the first quarter of 2009, we closed the first phase of the sale of our fresh-cut flowers business, closed the sale of certain banana properties in Latin America and closed the sale of certain vegetable properties in California. We received net cash proceeds of approximately $83 million from these three transactions. • During the third quarter of 2009, we signed letters of intent to sell certain operating properties in Latin America for approximately $68 million. We anticipate that the sales of these properties will not have a significant impact on ongoing earnings. • There were also favorable developments in legal proceedings:

•Provisions Onof ~~June~~our ~~17,~~Articles ~~2009, Los Angeles Superior Court Judge Chaney dismissed with prejudice two remaining lawsuits brought on behalf~~ of ~~Nicaraguan~~Incorporation ~~plaintiffs~~and ~~who~~Bylaws ~~had falsely claimed they were sterile as a result of exposure~~ to ~~DBCP~~be onin ~~Dole-contracted~~effect ~~Nicaraguan~~upon ~~banana~~consummation ~~farms, finding that the plaintiffs, and certain~~ of ~~their~~this ~~attorneys,~~offering ~~fabricated~~could ~~their~~make ~~claims,~~it more ~~engaged~~difficult infor a ~~long-running~~third ~~conspiracy~~party to ~~commit~~acquire acontrol ~~fraud on the court, used threats~~ of ~~violence to frighten witnesses and suppress the truth, and conspired with corrupt Nicaraguan judges, depriving~~ us ~~and the other companies of due process. • On June 9~~, ~~2009,~~even ~~the~~if ~~First Circuit Court of Hawaii dismissed~~ the ~~Patrickson~~change ~~case, which had involved ten plaintiffs from Honduras, Costa Rica, Ecuador and Guatemala, finding that their DBCP claims were time-barred by the statute of limitations. • In seven cases pending~~ in ~~Los~~control ~~Angeles~~would ~~involving~~be ~~672~~beneficial ~~claimants from Ivory Coast, where we did not operate when DBCP was in use, on July 17, 2009, plaintiffs’ counsel filed a motion~~ to ~~withdraw as counsel of record in response to a witness who has come forward alleging fraud~~shareholders. •These Onprovisions ~~July~~include ~~7, 2009,~~ the ~~California~~following: Second District Court of Appeals issued an order to show cause why the $1.58 million judgment issued against us in 2008 should not be vacated and judgment be entered in defendants’ favor on the grounds that the judgment was procured through fraud.

•

division of our Board of Directors into three classes, with each class serving a staggered three-year term;

•

removal of directors by shareholders by a supermajority of two-thirds of the outstanding shares;

•

ability of the Board of Directors to authorize the issuance of preferred stock in series without shareholder approval;

•

advance notice requirements for shareholder proposals and nominations for election to the Board of Directors; and

•

prohibitions on our shareholders from acting by written consent and limitations on calling special meetings.

Future sales of our common stock may lower our stock price.

If our existing shareholder sells a large number of shares of our common stock following this offering, the market price of our common stock could decline significantly. In addition, the perception in the public market that our existing shareholder might sell shares of common stock could depress the market price of our common stock, regardless of the actual plans of our existing shareholder. In connection with the Trust Offering, an affiliate of our existing shareholder has agreed to sell to the Trust shares of common stock deliverable upon exchange of the Trust’s securities (or shares of common stock if the initial purchasers’ option to purchase additional Trust securities in the Trust Offering is exercised in full). All of the shares held by our existing shareholder are subject to lock-up agreements restricting the sale of those shares for 180 days from the date of this prospectus. However, the underwriters may waive this restriction and allow a shareholder to sell their shares at any time. See “Underwriters” for a description of these lock-up agreements.

After this offering, we intend to register shares of common stock that will be reserved for issuance under our 2017 Stock Incentive Plan. Once we register these shares, they can be sold in the public market upon issuance, subject to restrictions under the securities laws applicable to resales by affiliates. See “Shares Eligible for Future Sale.”

Purchasers in this offering will experience immediate and substantial dilution in net tangible book value.

The initial public offering price per share is expected to be substantially higher than the net tangible book value per share of our outstanding common stock. Purchasers of shares in this offering will experience immediate dilution in the net tangible book value of their shares. Based on the initial public offering price of $ per share, dilution per share in this offering is $ per share, or % of the price. We also expect to grant stock options, restricted stock and other forms of stock-based compensation to our directors, officers and employees and you will experience additional dilution in the future when these equity awards are exercised or vest, as applicable. If we raise funds in the future by issuing additional securities, any newly issued shares or shares issued upon conversion or exercise of such securities will further dilute your ownership. See “Dilution.”

We do not anticipate paying any dividends for the foreseeable future.

We do not anticipate paying any dividends to our shareholders for the foreseeable future. The agreements governing our indebtedness also restrict our ability to pay dividends. Accordingly, you may have to sell some or all of your common stock in order to generate cash flow from your investment. You may not receive a gain on your investment when you sell our common stock and may lose some or all of the amount of your investment.

~~Selected Results~~Any ~~for~~determination to pay dividends in the ~~Second~~future ~~Quarter~~will ~~and~~be ~~First~~made ~~Half~~at the discretion of ~~2009~~our Board of Directors and will depend on our results of operations, financial conditions, capital requirements, ~~2008~~ contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems relevant.

We will ~~Selected~~incur ~~results~~increased ofcosts ~~operations for the quarters~~ and ~~half~~obligations ~~years ended~~as ~~June 20,~~a ~~2009~~result ~~and~~of ~~June 14,~~being ~~2008~~a ~~were~~publicly-traded ascompany. ~~follows:~~

	Quarter Ended						Half Year Ended
	June 20,			June 14,			June 20,			June 14,
	2009			2008			2009			2008
	(In thousands)
Revenues, net	$	1,714,722		$	1,994,943		$	3,311,312		$	3,723,288
Operating income		108,331			121,664			231,430			175,024
Other income (expense), net		(33,046	)		23,653			(11,094	)		(5,058	)
Interest expense		(50,242	)		(41,245	)		(87,788	)		(84,742	)
Income taxes		(8,963	)		69,577			(17,011	)		60,200
Income from discontinued operations, net of income taxes		265			4,318			387			1,497
Gain on disposal of discontinued operations, net of income taxes		—			—			1,308			—
Net income attributable to Dole Food Company, Inc.		20,145			180,754			122,965			151,809

As a company with publicly-traded securities, we will be subject to the requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the and other applicable securities rules and regulations. These rules and regulations require that we adopt additional controls and procedures and disclosure, corporate governance and other practices thereby significantly increasing our legal, financial and other compliance costs. These new obligations will also make other aspects of our business more difficult, time-consuming or costly and increase demand on our personnel, systems and other resources. For example, to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we will need to commit significant resources, hire additional staff and provide additional management oversight. Furthermore, as a result of disclosure of information in this prospectus and in our Exchange Act and other filings required of a public company, our business and financial condition will become more visible, which we believe may give some of our competitors who may not be similarly required to disclose this type of information a competitive advantage. In addition to these added costs and burdens, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions, other regulatory actions and civil litigation, any of which could negatively affect the price of our common stock.

~~Second Quarter~~Our ~~and~~internal ~~First~~controls ~~Half~~over offinancial ~~2009~~reporting ~~vs.~~may ~~Second~~not ~~Quarter~~be effective and ~~First~~our ~~Half of~~independent ~~2008~~registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

As ~~Revenues. For~~a ~~the~~public ~~quarter ended June 20~~company, ~~2009,~~ ~~revenues~~we ~~decreased~~are ~~14%~~required to ~~$1.7 billion~~comply ~~from $2 billion~~with ~~for~~ the ~~quarter~~SEC’s ~~ended~~rules ~~June~~implementing Sections ~~14,~~302 ~~2008. Excluding~~and ~~second~~404 ~~quarter~~of ~~2008~~the ~~sales~~Sarbanes-Oxley ~~from~~Act, ~~our~~which ~~divested businesses,~~require ~~sales~~management ~~decreased~~to ~~9%.~~certify ~~Lower~~financial ~~sales~~and ~~were~~other ~~reported~~information in ~~all~~our quarterly and annual reports and provide an annual management report on the effectiveness of ~~our~~controls ~~three~~over ~~operating~~financial ~~segments~~reporting. ~~The~~Our ~~decrease~~independent inregistered ~~fresh~~public ~~fruit sales~~accounting ~~was~~firm ~~attributable~~may toissue ~~lower~~a ~~sales~~report that is adverse in the ~~European~~event ~~ripening and~~that ~~distribution~~it ~~business~~is ~~and~~not ~~Chilean~~satisfied ~~deciduous~~with ~~fruit~~the level at which our ~~operations~~controls are documented, designed or operating. ~~Fresh~~To ~~vegetables~~comply ~~sales~~with ~~decreased~~the ~~due~~requirements of being a public company, we may need to ~~lower pricing~~undertake ~~for~~various ~~celery~~actions, such as implementing additional internal controls and ~~strawberries~~procedures and ~~lower~~hiring ~~volumes~~additional ~~sold~~accounting ofor ~~romaine~~internal ~~lettuce~~audit staff. Testing and ~~packaged~~maintaining ~~salads~~internal controls can divert our management’s attention from other matters that are important to the operation of our business. ~~Packaged~~If ~~foods~~we ~~sales~~identify material weaknesses in our internal controls over ~~decreased~~financial ~~due~~reporting or are unable to ~~lower~~comply ~~worldwide~~with ~~volumes~~the ~~sold~~requirements of ~~FRUIT BOWLStm~~Section 404 or assert that our internal controls over financial reporting is effective, ~~fruit~~ inor ~~jars~~if ~~and~~our ~~frozen~~independent ~~fruit.~~registered ~~Net~~public ~~unfavorable~~accounting ~~foreign~~firm ~~currency~~is unable to express an opinion ~~exchange~~as ~~movements~~to inthe effectiveness of our ~~selling~~internal ~~locations~~controls ~~resulted~~over financial reporting, investors may lose confidence in ~~lower revenues~~the ofaccuracy ~~approximately~~and ~~$98 million.~~completeness ~~These~~of ~~decreases~~our ~~were partially~~financial ~~offset~~reports byand ~~higher~~the ~~sales~~market price of ~~bananas~~our ~~resulting~~common ~~from~~stock could be negatively affected. We could also ~~higher~~become ~~local~~subject ~~pricing~~to ~~worldwide~~investigations ~~and~~by ~~improved~~the ~~volumes~~SEC ~~sold~~or ~~in North~~other ~~America~~regulatory authorities, which could require additional financial and ~~Asia~~management resources.

For the half year ended June 20, 2009, revenues decreased 11% to $3.3 billion from $3.7 billion for the half year ended June 14, 2008. Lower sales were reported in all three of our operating segments. The decrease in fresh fruit, fresh vegetables and packaged foods revenues was due primarily to the same factors that impacted the quarter. Net unfavorable foreign currency exchange movements in our selling locations resulted in lower revenues of approximately $182 million.

Operating Income. For the quarter ended June 20, 2009, operating income was $108.3 million compared to $121.7 million for the quarter ended June 14, 2008. Excluding the net impact of unrealized hedging activity and gains on asset sales of $19.2 million, operating income in the second quarter of 2009 improved $5.8 million, or 6%, over the second quarter of 2008. The fresh fruit and packaged foods operating segments reported higher operating income. Fresh fruit results increased as a result of improved operating performance in the Chilean deciduous fruit business and in the Asia fresh pineapple operations. These improvements were partially offset by lower earnings in our banana operations worldwide. Banana earnings were impacted by higher product costs due to adverse weather conditions in Latin America. Packaged foods reported higher earnings as a result of improved pricing, lower product costs attributable to lower commodity costs (tinplate and plastic) and favorable foreign currency movements in Thailand and the Philippines, where product is sourced. In addition, shipping and distribution costs decreased. Fresh vegetables reported lower earnings due to lower pricing in the North America commodity vegetables business.

For the half year ended June 20, 2009, operating income increased to $231.4 million from $175 million for the half year ended June 14, 2008. Excluding the net impact of unrealized hedging activity and gains on asset sales of $11.8 million, operating income for the first half of 2009 improved to $201 million, an increase of 29% over the first

~~half~~SPECIAL ofNOTE ~~2008.~~REGARDING ~~All~~FORWARD-LOOKING ~~three~~STATEMENTS of our operating segments reported improved operating income. Fresh fruit operating results increased primarily as a result of higher pricing in our North America banana and Asia banana and fresh pineapple operations as well as lower product costs in the Chilean deciduous fruit business. Fresh vegetables reported higher earnings due to improved operating performance in the packaged salads business. In addition, fresh vegetables operating income also benefited from a gain of $9.2 million on the sale of property in California. Packaged foods operating income increased due to higher earnings worldwide as well as from lower selling and general and administrative expenses. In addition, packaged foods product costs benefited from favorable currency movements in Thailand and the Philippines.

~~Other~~This ~~Income~~prospectus ~~(Expense)~~contains statements which, ~~Net. For~~to the ~~quarter ended~~extent ~~June 20,~~that ~~2009,~~they ~~other~~do ~~income~~not ~~(expense),~~recite ~~net~~historical ~~was~~fact, anconstitute “forward-looking ~~expense~~statements” within the meaning of ~~$33~~Section ~~million~~27A ~~compared~~of tothe ~~income~~Securities ~~of $23.7~~Act and Section ~~million~~21E inof the ~~prior~~Exchange ~~year~~Act. ~~The~~These ~~change~~statements ~~was~~can ~~primarily due~~be identified by the fact that they do not relate strictly to anhistorical ~~increase~~or incurrent ~~unrealized~~facts ~~losses~~and may include the words “may,” “will,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or other words or expressions of ~~$43~~similar meaning.~~4 million generated~~ We have based these forward-looking statements on our ~~cross~~current ~~currency~~expectations ~~swap~~about ~~and~~future ~~$13~~events.~~1 million~~ The forward-looking statements include statements that reflect management’s beliefs, plans, objectives, goals, ~~generated~~expectations, onanticipations and intentions with respect to our ~~foreign~~financial ~~denominated~~condition, ~~debt~~results ~~obligations~~of operations, future performance and business, including statements relating to our business strategy and our current and future development plans.

~~For~~The ~~the~~potential ~~half~~risks ~~year~~and ~~ended~~uncertainties ~~June 20,~~that ~~2009,~~could ~~other~~cause ~~income (expense),~~our ~~net~~actual ~~was~~financial ~~an expense of $11.1 million compared to an expense of $5.1 million for the half year ended June 14~~condition, ~~2008.~~results ~~The change was due to losses~~ of ~~$6.5 million~~ ~~generated~~operations ~~on our foreign denominated debt obligations~~ and afuture ~~$5.2 million~~performance ~~write-off~~to ~~of debt issuance~~differ ~~costs~~materially ~~associated~~from ~~with~~those ~~our~~expressed ~~March~~or ~~2009~~implied ~~amendment of our senior secured credit facilities. These factors were partially offset by a decrease~~ in ~~unrealized~~this ~~losses~~prospectus ofinclude: ~~$6.7 million generated on the cross currency swap.~~

~~Interest~~• ~~Expense. Interest expense for~~ the ~~quarter~~ ~~ended~~effects ~~June 20,~~of ~~2009~~any ~~was~~changes ~~$50.2 million~~in ~~compared to~~laws, ~~$41.2 million~~regulations, ~~for the quarter ended June 14~~rules, ~~2008. Interest expense for the half year ended June 20~~quotas, ~~2009 was $87.8 million compared to $84.7 million for the half year ended June 14~~tariffs, ~~2008.~~export ~~Interest~~and ~~expense~~import ~~for~~laws ~~both~~on ~~periods increased primarily as a result of higher borrowing rates resulting from~~ our ~~March 2009 refinancing transaction.~~ operations;

~~Income~~• ~~Taxes. We~~weather ~~recorded~~conditions ~~$17 million~~that ~~of income~~affect ~~tax expense on $135.7 million of pretax income from continuing operations for~~ the ~~half year ended June 20~~production, ~~2009.~~ Income tax expense included interest expense of $1.2 million (net of associated income tax benefits of approximately $0.3 million) related to our unrecognized tax benefits. An income tax benefit of $60.2 million was recorded for the half year ended June 14transportation, ~~2008 which included $61.1 million for the favorable settlement of the federal income tax audit for the years 1995 to 2001. Excluding the impact of the favorable settlement~~storage, ~~income~~import tax expense was $0.9 million which included interest expense of $2.1 million (net of associated income tax benefits of approximately $0.7 million) related to our unrecognized tax benefits. Our effective tax rate varies significantly from period to period due to the level, mix and ~~seasonality~~export of ~~earnings~~ ~~generated~~fresh inproduce ~~our~~or ~~various~~packaged ~~U.S. and foreign jurisdictions.~~ foods;

~~Under~~• ~~Accounting~~market ~~Principles~~responses ~~Board Opinion No. 28, Interim Financial Reporting, or APB 28, and FASB Interpretation No. 18, Accounting for Income Taxes in Interim Periods, or FIN 18, we are required~~ to ~~adjust our~~industry ~~effective~~volume 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 APB 28 and FIN 18 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. pressures;

~~For~~• ~~the~~litigation ~~periods~~concerning ~~presented,~~the ~~our~~manufacturers ~~income~~of ~~tax~~DBCP ~~provision~~and ~~differs from~~ the ~~U.S. federal~~growers ~~statutory~~who ~~rate~~used ~~applied~~it ~~to our 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.~~ past;

~~Segment Results~~• ofproduct ~~Operations~~ and raw materials supplies and pricing;

We• ~~have~~changes ~~three reportable operating segments: fresh fruit, fresh vegetables and packaged foods. These reportable segments are managed separately due to differences~~ in ~~their~~interest ~~products, production processes, distribution channels~~ and ~~customer~~currency ~~bases.~~ exchange rates;

~~Our~~• ~~management~~economic ~~evaluates~~crises ~~and monitors segment performance primarily through earnings before interest expense and income taxes,~~ or EBIT. EBIT is calculated by adding interest expense and income taxes to income (loss) from continuing operations. Management believes that segment EBIT provides useful information for analyzing the underlying business results as well as allowing investors a ~~means~~decline ~~to evaluate the financial results of each segment~~ in ~~relation~~general toeconomic ~~the Company as a whole. EBIT is not defined under GAAP and should not be considered~~ conditions;

•

international conflict;

•

the adequacy of the insurance we maintain;

•

our exposure to product liability claims and associated regulatory and legal actions, product recalls or other legal proceedings relating to our business;

•

acts of terrorism;

•

risks associated with uncertainty stemming from the recent U.S. presidential election;

•

our failure to hire and retain key personnel and highly skilled employees;

•

labor disruptions, strikes or work stoppages;

•

loss of important intellectual property rights;

•

our ability to generate a sufficient amount of cash to service our indebtedness and fund our operations;

•

our ability to operate our business under agreements governing certain of our indebtedness containing financial covenants and other restrictions;

•

the volatility of the trading price of our common stock;

•

our relationship with Mr. Murdock and his controlled companies and their significant ownership of our common stock; and

•

additional factors discussed under the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

In addition, this prospectus contains industry data related to our business and the markets in which we operate. This data includes projections that are based on a number of assumptions. If these assumptions turn out to be incorrect, actual results could differ from the projections.

Many factors discussed in ~~isolation~~this orprospectus, assome aof ~~substitute~~which ~~for~~are ~~net~~beyond ~~income~~our ~~measures~~control, ~~prepared~~will be important in ~~accordance~~determining ~~with~~our ~~GAAP~~future orperformance. asConsequently, aactual ~~measure~~results ofmay ~~our~~differ ~~profitability~~materially from those that might be anticipated from forward-looking statements. ~~Additionally,~~ ~~our~~In ~~computation~~light of ~~EBIT~~these ~~may~~and other uncertainties, you should not beregard ~~comparable~~the toinclusion ~~other~~of ~~similarly~~a ~~titled~~forward-looking ~~measures~~statement ~~computed~~in this prospectus as a representation by ~~other~~us ~~companies~~that our plans and objectives will be achieved, ~~because~~ and you should not ~~all~~place ~~companies~~undue ~~calculate~~reliance ~~EBIT~~on insuch forward-looking statements. We urge you to review carefully this prospectus, particularly the ~~same~~section ~~fashion~~“Risk Factors,” for a more complete discussion of the risks of an investment in our common stock.

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

	Quarter Ended						Half Year Ended
	June 20,			June 14,			June 20,			June 14,
	2009			2008			2009			2008
	(In thousands)
Revenues from external customers:
Fresh fruit	$	1,221,433		$	1,466,922		$	2,343,415		$	2,695,450
Fresh vegetables		258,087			279,643			491,529			510,672
Packaged foods		234,892			248,118			475,742			516,623
Corporate		310			260			626			543
	$	1,714,722		$	1,994,943		$	3,311,312		$	3,723,288
EBIT:
Fresh fruit	$	96,466		$	131,266		$	195,288		$	184,153
Fresh vegetables		(3,509	)		1,531			12,964			(1,939	)
Packaged foods		23,998			6,814			45,888			30,999
Total operating segments		116,955			139,611			254,140			213,213
Corporate:
Unrealized gain (loss) on cross currency swap		(24,419	)		19,001			(6,703	)		(13,353	)
Operating and other expenses		(12,474	)		(9,853	)		(19,494	)		(23,680	)
Corporate		(36,893	)		9,148			(26,197	)		(37,033	)
Interest expense		(50,242	)		(41,245	)		(87,788	)		(84,742	)
Income taxes		(8,963	)		69,577			(17,011	)		60,200
Income from continuing operations	$	20,857		$	177,091		$	123,144		$	151,638

Fresh Fruit. Fresh fruit revenues for the quarter ended June 20, 2009 decreased 17% to $1.2 billion from $1.5 billion for the quarter ended June 14, 2008. Excluding second quarter 2008 sales from our divested businesses in the European ripening and distribution operations, fresh fruit revenues decreased 10% during the second quarter of 2009. The decrease in fresh fruit sales was attributable to lower sales in our European ripening and distribution operations as a result of unfavorable euro and Swedish krona foreign currency exchange movements and lower volumes sold in Germany due to current economic conditions. In addition, sales in the Chilean deciduous business decreased due to lower pricing of product sold in Latin America and Europe. Overall, bananas sales increased as a result of improved local pricing worldwide partially offset by a reduction in volumes sold in Europe. Fresh fruit revenues for the half year ended June 20, 2009 decreased 13% to $2.3 billion from $2.7 billion for the half year ended June 14, 2008. Excluding first half 2008 sales from our divested businesses, fresh fruit revenues during the first half of 2009 decreased 5%. The change in revenue for the first half of the year was mainly due to the same factors that impacted sales during the second quarter. Net unfavorable foreign currency exchange movements in our foreign selling locations resulted in lower revenues of approximately $95 million and $173 million during the second quarter and half year of 2009, respectively.

Fresh fruit EBIT for the quarter ended June 20, 2009 decreased to $96.5 million from $131.3 million for the quarter ended June 14, 2008. Excluding the net impact of unrealized hedging activity, losses on our pound sterling denominated vessel loan and gains on asset sales which totaled $36 million, EBIT in the second quarter of 2009 improved $1 million. Higher earnings in Chile’s deciduous fruit operations resulted from improved farm margins and lower product costs due in part to favorable currency exchange movements in the Chilean peso. Earnings in the

~~fresh~~USE ~~pineapples~~OF ~~business~~PROCEEDS increased primarily as a result of improved operating performance in Asia. In addition, EBIT in the European banana business improved due to lower shipping and marketing and general administrative expenses. These improvements were partially offset by lower earnings in our banana operations in North America and Asia. The decrease in banana EBIT was largely driven by adverse weather conditions in Latin America which impacted production yields and resulted in significantly higher fruit costs. Higher fruit costs were partially offset by higher local pricing worldwide. Fresh fruit EBIT for the half year ended June 20, 2009 increased to $195.3 million from $184.2 million for the half year ended June 14, 2008. Excluding the net impact of unrealized hedging activity, losses on our pound sterling denominated vessel loan and gains on asset sales of $9 million, EBIT in the first half of 2009 improved $20 million or 12% over the first half of 2008. EBIT increased primarily due to improved earnings in the Chilean deciduous fruit operations and in Asia’s banana and fresh pineapple operations. If foreign currency exchange rates in our significant fresh fruit foreign operations during the quarter and half year ended June 20, 2009 had remained unchanged from those experienced during the quarter and half year ended June 14, 2008, we estimate that fresh fruit EBIT would have been higher by approximately $8 million and $14 million, respectively.

~~Fresh~~We ~~Vegetables. Fresh~~estimate ~~vegetables~~that ~~revenues for~~our ~~the~~net ~~quarter~~proceeds ~~ended June 20, 2009 decreased 8% to $258.1 million~~ from ~~$279.6 million~~this ~~for the quarter ended of June 14~~offering, ~~2008.~~after ~~Sales~~deducting ~~decreased~~underwriting indiscounts ~~both~~and ~~our~~commissions ~~North America~~payable ~~commodity~~to ~~vegetable business as well as in packaged salads. Lower sales in~~ the ~~North~~underwriters ~~America commodity vegetable business resulted from lower pricing for celery~~ and ~~lower~~ ~~volumes~~our ~~sold~~estimated ofoffering ~~romaine~~expenses, ~~lettuce~~will ~~partially~~be ~~offset~~$ million, byor ~~higher~~$ million ~~sales of~~if ~~strawberries. Sales in~~ the ~~packaged~~underwriters ~~salads~~exercise ~~operations decreased~~their ~~primarily~~option ~~due~~ to ~~lower~~acquire ~~volumes~~additional ~~sold~~shares in ~~and~~full, abased ~~change~~upon ~~in product~~an ~~mix~~assumed ~~resulting~~initial ~~from~~public aoffering ~~shift~~price of ~~purchases from higher to lower priced products. Fresh vegetables revenues for the half year ended June 20, 2009 decreased 4% to~~ $~~491.5 million~~ per ~~from $510.7 million for the half year ended June 14~~share, ~~2008.~~which ~~The~~is ~~change in revenues for~~ the ~~first half~~mid-point of the ~~year~~offering ~~was~~range ~~mainly~~indicated ~~due~~on to the ~~same~~cover ~~factors~~of ~~that~~this ~~impacted sales during the second quarter~~prospectus.

~~Fresh~~We ~~vegetables~~expect ~~EBIT for the quarter ended June 20, 2009 decreased~~ to ause ~~loss~~approximately of $~~3.5~~ million ~~from EBIT~~ of ~~$1.5 million~~ ~~for~~ the ~~quarter~~net ~~ended~~proceeds ~~June 14, 2008. Excluding a workers compensation reserve adjustment of $7 million recorded in the prior year, EBIT improved $2 million in the second quarter of 2009~~ to ~~a loss of~~pay ~~$3.5 million.~~down ~~This improvement was primarily due to higher earnings in the packaged salads operations as a result of improved utilization and more efficient distribution~~indebtedness. ~~The~~We ~~North America~~expect ~~commodity vegetable business had lower earnings due~~ to ~~lower~~ ~~pricing~~use ~~and higher strawberry growing costs. Fresh vegetables EBIT for~~ the ~~half~~remaining ~~year~~net ~~ended June 20~~proceeds, ~~2009 increased~~if toany, ~~$13 million from a loss of $1.9 million~~ for ~~the~~general ~~half~~corporate ~~year ended June 14, 2008~~purposes. ~~Excluding~~The aterms ~~gain~~ of ~~$9.2 million~~ ~~on property sold in California in~~ the ~~first quarter~~indebtedness ~~of 2009 and the workers compensation reserve adjustments recorded in the prior year, EBIT increased $12.7 million~~ to ~~$3.8 million~~ inbe ~~the half year ended June 20~~repaid, ~~2009~~including ~~from a loss of $8.9 million in~~ the ~~prior~~interest ~~year.~~rates ~~The~~and ~~increase~~maturities ~~in EBIT~~thereof, ~~was~~are ~~primarily~~described ~~due to higher earnings~~ in ~~the~~detail ~~packaged salads business from continued operating efficiencies. EBIT~~ in the ~~North~~ ~~America commodity vegetables business also increased due~~“Description toof ~~improved~~Certain ~~pricing for iceberg and romaine lettuce~~Indebtedness. ”

~~Packaged~~Each ~~Foods. Packaged foods revenues for the quarter ended June 20, 2009 decreased 5% to~~ $~~234.9 million from $248.~~1 ~~million for the quarter ended June 14, 2008~~.00 ~~The~~increase (or decrease) in ~~revenues~~the ~~was~~assumed ~~primarily due~~initial topublic ~~lower~~offering ~~worldwide~~price ~~volumes sold~~ of ~~FRUIT~~$ per ~~BOWLS~~share, ~~fruit~~the ~~in jars~~midpoint ~~and~~of ~~frozen~~the ~~fruit.~~estimated ~~Lower~~initial ~~volumes~~public ~~were~~offering ~~due~~price inrange ~~part~~set toforth ~~a contraction~~on in the ~~overall~~cover ~~total~~page ~~packaged~~of ~~fruit~~this ~~category attributable to current economic conditions. In addition~~prospectus, ~~price increases~~would ~~have~~increase ~~also~~(or ~~impacted~~decrease) ~~volumes. Packaged foods revenues for~~ the ~~half~~net ~~year~~proceeds ~~ended~~to ~~June 20,~~us ~~2009~~from ~~decreased~~this ~~8% to~~offering ~~$475.7 million~~by ~~from~~approximately $~~516.6~~ million, ~~for~~assuming the ~~half~~number ~~year ended~~of ~~June 14~~shares offered, ~~2008.~~as ~~The~~set ~~change~~forth inon ~~revenues for~~ the ~~first half~~cover page of ~~the~~this ~~year~~prospectus, ~~was~~remains ~~mainly~~the ~~due~~same, toand ~~the~~after ~~same~~deducting ~~factors~~underwriting ~~that~~discounts and commissions ~~impacted~~and ~~sales~~estimated ~~during~~offering ~~the~~expenses ~~second~~payable ~~quarter~~by us.

~~EBIT~~Until inwe ~~the~~use ~~packaged foods segment for~~ the ~~quarter ended June 20, 2009 increased to $24 million from $6.8 million for the quarter ended June 14, 2008. Excluding the~~ net ~~impact~~proceeds of unrealized hedging activity, EBIT increased $9.6 million during the second quarter of 2009 over 2008. The increase in EBIT was attributable to improved pricing and lower product and shipping and distribution costs. Lower product costs benefited from lower commodity costs (tinplate and plastics) as ~~well~~described ~~as favorable foreign currency movements in Thailand and the Philippines~~above, ~~where~~we ~~product~~intend ~~is sourced. Lower shipping and distribution costs resulted from lower fuel prices. EBIT for the half year ended June 20, 2009 increased~~ to ~~$45.9 million~~invest ~~from $31 million. The increase in EBIT was attributable to improved earnings worldwide and lower selling, general and administrative expenses. For~~ the ~~first~~ ~~half of 2009, the~~ net ~~change~~proceeds ~~from unrealized foreign~~in ~~currency~~short-term ~~hedging activity benefited EBIT by $2 million~~securities. ~~If foreign currency exchange rates in our packaged foods foreign operations during the quarter and half year ended~~

~~June 20,~~DIVIDEND ~~2009~~POLICY had remained unchanged from those experienced during the quarter and half year ended June 14, 2008, we estimate that packaged foods EBIT would have been lower by approximately $7 million and $9 million, respectively.

~~Corporate. Corporate~~During ~~EBIT~~the ~~was~~fiscal ayears ~~loss~~ended ~~of $36.9~~December ~~million~~31, ~~for~~2016 ~~the~~and ~~quarter~~January 2, ~~ended~~2016, ~~June~~we paid cash distributions to David H. 20Murdock, ~~2009~~our sole ~~compared~~shareholder, toin ~~income~~aggregate amounts of approximately $960.13 million ~~for~~and ~~the quarter ended June~~$4.5 14million, ~~2008~~respectively. ~~The~~However, ~~decrease~~we incurrently ~~EBIT~~intend ~~was~~to ~~primarily~~retain ~~due~~our ~~to unrealized~~future ~~losses~~earnings, ~~generated~~if onany, ~~the~~to ~~cross~~operate ~~currency~~our ~~swap~~business ~~of $24.4 million~~and ~~compared~~finance tofuture ~~unrealized~~growth ~~gains~~strategies. ~~generated~~We indo ~~the~~not ~~prior~~anticipate ~~year~~paying ofdividends ~~$19 million.~~on Inour ~~addition,~~common ~~EBIT~~stock in ~~2009~~the ~~was impacted~~foreseeable byfuture. ~~unrealized~~Any ~~losses~~determination onto ~~foreign~~pay ~~denominated~~dividends ~~borrowings of~~in ~~$4 million.~~the ~~Corporate~~future ~~EBIT~~will ~~was~~be amade ~~loss~~at ~~of $26.2 million for~~ the ~~half~~discretion ~~year~~of ~~ended~~our ~~June 20,~~Board ~~2009 compared~~of toDirectors aand ~~loss~~will ofdepend ~~$37 million~~upon ~~for~~our ~~the~~results ~~half~~of ~~year~~operations, ~~ended~~financial ~~June 14~~conditions, ~~2008.~~capital ~~The~~requirements, ~~improvement~~contractual inrestrictions, ~~EBIT~~restrictions ~~was~~imposed ~~primarily~~by ~~due~~applicable ~~to a~~law ~~decrease~~and inother ~~unrealized~~factors ~~losses~~our Board of ~~$6.7 million~~Directors ~~generated on~~deems ~~the~~relevant. ~~cross~~In ~~currency swap~~addition, ~~lower~~as ~~levels~~described ofin ~~general~~“Description ~~and administrative~~of ~~expenditures~~Certain ~~and~~Indebtedness” ~~unrealized~~our ~~gains~~ability ofto ~~$1.6 million~~pay oncash ~~foreign~~dividends ~~denominated~~is ~~borrowings,~~limited ~~partially offset~~ by the ~~write-off~~terms of ~~deferred~~our ~~debt~~existing ~~issuance~~secured ~~costs~~notes ~~of $5.2 million~~indenture ~~associated~~and ~~with~~senior ~~the~~secured ~~March~~facilities, ~~2009~~and ~~amendment~~may ~~of our~~be ~~senior~~limited ~~secured~~by ~~credit~~the ~~facilities~~instruments governing our future indebtedness.

Discontinued Operations

During the second quarter of 2008, we approved and committed to a formal plan to divest our fresh-cut flowers operations. The first phase of this transaction was completed during the first quarter of 2009. During the fourth quarter of 2007, we approved and committed to a formal plan to divest our citrus and pistachio operations, or Citrus, located in central California. Prior to the fourth quarter of 2007, the operating results of Citrus were included in the fresh fruit operating segment. The Citrus sale closed during the third quarter of 2008 and we received net cash proceeds of $44 million. As the assets of Citrus were held by non-wholly owned subsidiaries of the Company, our share of the proceeds was $28.1 million. The results of operations of these businesses have been reclassified as discontinued operations for all periods presented.

During the fourth quarter of 2006, we completed the sale of our Pacific Coast Truck Center, or Pac Truck, business for $20.7 million. The Pac Truck business consisted of a full service truck dealership that provided medium and heavy-duty trucks to customers in the Pacific Northwest region. We received $15.3 million of net cash proceeds from the sale after the assumption of $5.4 million of debt and realized a gain of approximately $2.8 million on the sale, net of income taxes of $2 million. Prior to the reclassification to discontinued operations, the operating results of Pac Truck were included in the other operating segment.

Second Quarter and First Half of 2009 vs. Second Quarter and First Half of 2008. The operating results of fresh-cut flowers and Citrus for the quarters and half years ended June 20, 2009 and June 14, 2008 are reported in the following table:

	Quarter Ended
	June 20, 2009			Quarter Ended June 14, 2008
	Fresh-Cut Flowers			Fresh-Cut Flowers			Citrus			Total
	(In thousands)
Revenues	$	401		$	29,063		$	3,148		$	32,211
Income (loss) before income taxes	$	315		$	(5,896	)	$	(294	)	$	(6,190	)
Income taxes		(50	)		10,396			112			10,508
Income (loss) from discontinued operations, net of income taxes	$	265		$	4,500		$	(182	)	$	4,318

	Half Year Ended
	June 20, 2009			Half Year Ended June 14, 2008
	Fresh-Cut Flowers			Fresh-Cut Flowers			Citrus			Total
	(In thousands)
Revenues	$	3,181		$	62,879		$	5,020		$	67,899
Income (loss) before income taxes	$	474		$	(9,037	)	$	(251	)	$	(9,288	)
Income taxes		(87	)		10,691			94			10,785
Income (loss) from discontinued operations, net of income taxes	$	387		$	1,654		$	(157	)	$	1,497
Gain on disposal of discontinued operations, net of income taxes	$	1,308		$	—		$	—		$	—

CAPITALIZATION

~~Fresh-cut~~The ~~flowers~~following ~~income~~table ~~before~~sets ~~income~~forth ~~taxes~~our ~~for~~capitalization ~~the~~and half year ended June 20, 2009 increased to $0.5 million from a loss of $9 million for the half year ended June 14, 2008. As a result of the January 16, 2009 close of the first phase of the flowers transaction, fresh-cut flowers operating results for the half year of 2009 consisted of only two weeks of operations compared to twelve weeks during 2008. In connection with the sale, we received cash ~~proceeds of $21 million~~ and ~~recorded~~cash aequivalents ~~note~~as ~~receivable~~ of ~~$8.3~~ December ~~million~~31, ~~which~~2016: ~~is due January 2011. We recorded a gain of $1.3 million on the sale.~~

~~Fiscal 2008~~ • on an actual basis; and

~~Overview~~ • as adjusted to give effect to:

~~Significant~~• ~~highlights for~~ our ~~year~~proposed ~~ended~~-for- ~~January 3,~~stock ~~2009 were~~split; ~~as follows:~~ and

• ~~Revenues~~the ~~increased~~receipt ~~in all three~~ of ~~our~~the ~~operating~~net ~~segments~~proceeds ~~resulting~~from inthe ~~record~~sale ~~revenues~~ of ~~$7.6~~shares ~~billion, an increase~~ of ~~12%~~common ~~compared~~stock ~~to the prior year. • Operating income increased to $275 million, an improvement of 84% compared to the prior year. • Strong worldwide pricing for bananas was driven~~ by ~~higher~~us ~~worldwide demand and adverse weather conditions which led to product shortages during 2008. • Revenues and earnings grew~~ in ~~our~~this ~~European~~offering ~~ripening~~at ~~and~~an ~~distribution~~assumed ~~business,~~initial ~~due~~public tooffering ~~higher~~price local pricing and favorable euro and Swedish krona foreign currency exchange rates. • Higher pricing and volumes as well as improved utilization in production and more efficient distribution contributed to improved operating results in our packaged salads business. Earnings in our North America commodity vegetable business decreased as a result of ~~lower~~$ ~~sales~~per ~~and higher growing costs due to higher fuel and fertilizer costs. • Higher pricing and volumes in our packaged foods segment were offset by higher product~~share, ~~shipping and distribution costs. Product costs during 2008 were impacted by an increase in commodity costs as well as~~ the ~~strengthening~~midpoint of the ~~Thai~~range ~~baht~~set ~~and~~forth ~~Philippine peso against the U.S. dollar. • Other income (expense), net decreased $15.9 million due to an increase in the non-cash unrealized loss of $39.7 million~~ on ~~our cross currency swap partially offset by an increase of~~ the ~~foreign~~front ~~currency~~cover ~~gain~~ of ~~$22.7~~this ~~million on a British pound sterling denominated vessel lease obligation due to the weakening of the British pound sterling against the U.S. dollar in 2008. During 2006~~prospectus, weand ~~executed~~after adeducting ~~cross currency swap to synthetically convert $320 million of Term Loan C into Japanese yen denominated debt. The increase in~~ the ~~non-cash~~underwriting ~~unrealized~~discount ~~loss~~and ofcommission ~~$39.7~~and ~~million~~estimated ~~was~~offering ~~the~~expenses ~~result~~payable ofby ~~the~~us ~~Japanese~~and ~~yen strengthening against~~ the ~~U.S.~~application ~~dollar by 20% during fiscal 2008. The value~~ of the ~~cross~~net currency swap will continue to fluctuate based on changes in the exchange rate and market interest rates until maturity in 2011, at which time it will settle at the then current exchange rate. • We received cash proceeds offrom ~~approximately~~this ~~$226.5~~offering ~~million for assets sold during fiscal 2008, including $214 million for assets which had been reclassified~~ as ~~held-for-sale.~~described ~~The~~under ~~total~~“Use ~~realized~~of ~~gain recorded on~~Proceeds”.

You should read this capitalization table together with “Use of Proceeds,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes appearing elsewhere in this prospectus.


	As of December 31, 2016
	Actual			As Adjusted
	(In thousands, except per share)
Cash and cash equivalents	$	36,628		$

Secured Debt:
Revolving credit facility	$	63,100		$
7.25% notes due 2019		300,000
Term loan		781,500
Vessel financing loan facility		104,063
Other financing arrangements and capital lease obligations		45,237
Unsecured Debt:
Notes payable and note agreements		15,437

		1,309,337
Unamortized debt discounts and debt issuance costs		(15,799	)

Total Debt		1,293,538
Shareholder’s equity
Common stock — $0.001 par value; 1,000 shares authorized, issued and outstanding; shares authorized and shares issued and outstanding, as adjusted		—
Additional paid-in-capital		796,184
Notes receivable from affiliate		(14,000	)
Accumulated deficit		(224,972	)
Accumulated other comprehensive loss		(88,376	)

Equity attributable to Dole Food Company, Inc.		468,836
Equity attributable to noncontrolling interests		8,362

Total Shareholder’s equity		477,198

Total Capitalization	$	1,770,736		$

A $1.00 increase or decrease in the assumed initial public offering price of $ , the midpoint of the range set forth on the front cover of this prospectus, would result in an approximately $ million increase or decrease in each of the as adjusted cash and cash equivalents, as adjusted additional paid-in capital, as adjusted total shareholders’ equity and as adjusted total capitalization, assuming the number of shares offered by us set

~~assets~~ forth ~~classified~~on asthe ~~held-for-sale~~front ~~was~~cover ~~$18~~of this prospectus, remains the same, and after deducting the underwriting discount and estimated offering expenses payable by us. An increase or decrease of 1.0 million ~~for~~shares in the ~~year~~number ~~ended~~of ~~January~~shares 3offered by us would increase or decrease as adjusted cash and cash equivalents, ~~2009.~~as Weadjusted ~~also~~additional ~~realized~~paid-in ~~gains~~capital, as adjusted total shareholders’ equity and as adjusted total capitalization by approximately $ million assuming the assumed initial public offering price of $9 per ~~million~~share, ~~during~~the midpoint ~~fiscal~~of ~~2008~~the range set forth on ~~sales~~the front cover of ~~assets~~this ~~not~~prospectus, ~~classified~~remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. The as ~~held-for-sale~~adjusted information discussed above is illustrative only and will adjust based on the actual initial public offering price and terms of this offering determined at pricing.

Selected Results for Fiscal Years 2008, 2007 and 2006

Selected results of operations for the years ended January 3, 2009, December 29, 2007 and December 30, 2006 were as follows:

	Year Ended			Year Ended			Year Ended
	January 3,			December 29,			December 30,
	2009			2007			2006
	(In thousands)
Revenues, net	$	7,619,952		$	6,820,812		$	5,990,863
Operating income		274,618			149,284			135,978
Other income (expense), net		(14,066	)		1,848			15,176
Interest expense		(174,485	)		(194,851	)		(174,715	)
Income taxes		48,015			(4,054	)		(22,609	)
Equity in earnings of unconsolidated subsidiaries		6,388			1,696			177
Loss from discontinued operations, net of income taxes		(27,391	)		(15,719	)		(50,386	)
Gain on disposal of discontinued operations, net of income taxes		3,315			—			2,814
Net income (loss)		122,849			(54,271	)		(86,425	)
Less: Net income attributable to noncontrolling interests		(1,844	)		(3,235	)		(3,202	)
Net income (loss) attributable to Dole Food Company, Inc.		121,005			(57,506	)		(89,627	)

Fiscal Year 2008 vs. Fiscal Year 2007

Revenues. For the year ended January 3, 2009, revenues increased 12% to $7.6 billion from $6.8 billion in the prior year. Higher sales were reported in all three of our operating segments. Fresh fruit revenues increased as a result of higher worldwide sales of bananas which contributed $392 million, or 49%, of the overall revenue increase. Banana sales benefited from stronger pricing in all markets as well as improved volumes in Asia. European ripening and distribution sales contributed $227 million, or 28%, of the overall revenue increase. The increase was attributable to higher local pricing, improved volumes and the impact of favorable euro and Swedish krona foreign currency exchange rates. Fresh vegetables sales increased $27 million as a result of higher pricing and improved volumes of packaged salads and strawberries sold in North America. Higher worldwide sales of packaged foods products, primarily for FRUIT BOWLS®, canned pineapple and frozen fruit accounted for approximately $108 million, or 13%, of the overall revenues increase. Revenues also benefited from an additional week as a result of a 53-week year in fiscal 2008 compared to 52 weeks in fiscal 2007. The impact on revenues of this additional week was approximately $113 million. Favorable foreign currency exchange movements in our selling locations positively impacted revenues by approximately $175 million. These increases were partially offset by lower volumes of lettuce sold in North America and broccoli sold in Asia.

Operating Income. For the year ended January 3, 2009, operating income was $274.6 million compared with $149.3 million in 2007. The fresh fruit and fresh vegetables operating segments reported higher operating income. Fresh fruit operating results increased primarily as a result of strong pricing in our banana operations worldwide and in the European ripening and distribution business. In addition, fresh fruit operating income benefited from gains on asset sales of $25.5 million. Fresh vegetables reported higher earnings due to improved pricing and volumes in the packaged salads business as well as a reduction in workers compensation related accruals. These improvements were partially offset by lower earnings in our packaged foods segment and North American commodity vegetables business. Commodity vegetables earnings decreased mainly due to lower sales and higher growing and distribution costs caused by substantially higher fuel and fertilizer costs. Packaged foods operating income was lower due to higher product costs resulting from increased purchased fruit costs, commodity and shipping costs as well as

~~unfavorable~~DILUTION foreign currency exchange rate movements in Thailand and the Philippines. Additionally, all three operating segments continued to experience significant cost increases in many of the commodities they used in production, including fuel, agricultural chemicals, tinplate, containerboard and plastic resins. If foreign currency exchange rates in our significant foreign operations during 2008 had remained unchanged from those experienced in 2007, we estimate that our operating income would have been lower by approximately $38 million, excluding the impact of hedging. The $38 million is primarily related to favorable foreign currency exchange movements in our selling locations more than offsetting unfavorable foreign currency exchange movements in our sourcing locations. Operating income in 2008 also included realized foreign currency transaction losses of $4 million and foreign currency hedge losses of $16 million. In addition, we settled early our Canadian dollar hedge which generated a gain of $4 million.

~~Other~~If ~~Income~~you ~~(Expense),~~invest ~~Net. Other~~in ~~income (expense),~~shares ~~net was expense~~ of ~~$14.1 million~~our incommon ~~2008 compared~~stock, toyour ~~income~~interest ofwill ~~$1.8 million~~be indiluted ~~2007. The change was due~~ to anthe ~~increase~~extent inof the ~~unrealized~~difference ~~loss~~between ~~generated~~the oninitial ~~our~~public ~~cross~~offering ~~currency~~price ~~swap~~per share of ~~$39.7 million,~~our ~~partially~~common ~~offset~~stock byand ~~an increase~~the innet ~~the~~tangible ~~foreign~~book ~~currency~~value ~~exchange~~per ~~gain~~share onof our ~~vessel obligation~~common stock upon the closing of ~~$22~~this offering.~~7 million.~~

Dilution represents the difference between the amount per share paid by investors in this offering and the adjusted net tangible book value ~~Interest~~per ~~Expense~~share of our common stock immediately after this offering. ~~Interest~~ ~~expense~~Our ~~for~~net ~~fiscal 2008~~tangible book value at December 31, 2016 was $~~174.5~~ million, ~~compared~~or to $~~194~~ per share.~~9 million~~ inNet tangible book value per share before the offering has been determined by dividing net tangible book value, or the total book value of tangible assets less total liabilities, by the number of shares of common stock outstanding at ~~fiscal~~December 31, ~~2007~~2016. ~~The~~After ~~decrease~~giving ~~was~~effect ~~primarily~~to ~~related~~the tosale ~~lower~~of the shares of common stock in this offering at an assumed initial public offering price of $ ~~borrowing~~ per ~~rates~~share, the midpoint of the range set forth on ~~our~~the ~~debt~~cover ~~facilities~~page of this prospectus, and aafter ~~reduction~~deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the application of the net proceeds from this offering to us as described under “Use of Proceeds,” our adjusted net tangible book value at December 31, 2016 would have been $ million or $ per share. This represents an immediate increase in net tangible book value per share of ~~borrowings~~$ to the existing shareholder and dilution in net tangible book value per share of $ to new investors who purchase shares in the offering. The following table illustrates this per share dilution to new investors:

Income Taxes. We recorded an income tax benefit of $48 million on $92.5 million of income from continuing operations before income taxes for the year ended January 3, 2009, reflecting a (51.9%) effective tax rate for the year. Income tax expense decreased $52 million in 2008 compared to 2007 due primarily to the settlement of the federal income tax audit for the years 1995 to 2001. The effective tax rate in 2007 was (11.2%). Our effective tax rate varies significantly from period to period due to the level, mix and seasonality of earnings generated in our various U.S. and foreign jurisdictions. For 2008, our income tax provision differs from the U.S. federal statutory rate applied to our pretax income due to the settlement of the federal income tax audit, 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.


Assumed initial public offering price per share		$
Net tangible book value per share at December 31, 2016		$
Increase in net tangible book value per share attributable to new investors
Adjusted net tangible book value per share
Dilution per share to new investors		$

~~For~~A ~~2008,~~$1.00 ~~2007~~increase ~~and~~(or ~~2006,~~decrease) wein ~~have~~the ~~not~~assumed ~~provided~~initial ~~for U.S. federal~~public ~~income~~offering ~~and~~price ~~foreign withholding taxes for~~of ~~nearly~~$ per ~~all~~share of(which is the ~~excess~~midpoint of the ~~amount~~price ~~for~~range ~~financial~~set ~~reporting over~~forth on the ~~tax~~cover ~~basis~~page of ~~investments~~this ~~that~~prospectus) ~~are~~would ~~essentially~~increase ~~permanent in~~(or ~~duration.~~decrease) ~~While~~adjusted wenet ~~believe~~tangible ~~that~~book ~~such~~value ~~excess~~by at$ ~~January 3~~ million, ~~2009~~or ~~will~~$ per ~~remain indefinitely invested at this time~~share, ~~if significant differences arise between our anticipated~~ and ~~actual~~would ~~earnings~~increase ~~estimates~~(or ~~and~~decrease) ~~cash~~the ~~flow~~dilution ~~requirements,~~per weshare ~~may be required~~ to ~~provide~~new ~~U.S. federal~~investors ~~income~~by ~~tax and foreign~~$ ~~withholding~~ based ~~taxes~~ on a portion of such excess. Further, we currently project that we may be required to provide such taxes on a portion of our anticipated fiscal 2009 foreign earnings, which would result in an increase in our overall effective tax rate in 2009 versus the ~~rate~~assumptions ~~experienced~~set byforth ~~us in previous years~~above.

The following table sets forth, on the as ~~See~~adjusted ~~Note~~basis described above, December 731, in2016, the ~~notes~~difference tobetween ~~consolidated~~the ~~financial statements~~number ~~for~~of shares of common stock purchased, the ~~year~~total ~~ended~~consideration ~~January 3~~paid, ~~2009~~and ~~included~~the average price per share paid by the existing shareholder and by new investors ~~elsewhere~~purchasing shares in this ~~prospectus~~offering ~~for~~at ~~additional~~the ~~information~~assumed ~~about~~initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus), before deducting estimated ~~our~~underwriting ~~income~~discounts ~~taxes~~and commissions and estimated offering expenses.

~~Equity~~Shares inPurchased ~~Earnings~~Total ofConsideration ~~Unconsolidated Subsidiaries. Equity~~Average inPricePer ~~earnings~~Share ~~of unconsolidated~~Number ~~subsidiaries~~Percent ~~for~~Amount ~~the~~Percent ~~year~~Existing ~~ended~~shareholder ~~January 3, 2009~~$ ~~increased~~New toinvestors $~~6.4 million~~ ~~from~~Total ~~$1.7 million~~% ~~in 2007. The increase was primarily related to higher earnings generated by a European equity investment in which we hold a non-controlling 40~~% ~~ownership interest.~~ $

A $1.00 increase or decrease in the assumed initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus) would increase or decrease total consideration paid by new investors and the total average ~~Fiscal Year~~price ~~2007~~per ~~vs.~~share ~~Fiscal~~by ~~Year~~approximately ~~2006~~$ million and $ million, respectively, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same.

~~Revenues. For~~A ~~the year ended December 29~~1, ~~2007~~000, ~~revenues increased 14% to $6.8~~000 ~~billion~~share ~~from $6 billion~~increase (decrease) in the ~~prior~~number ~~year. Higher worldwide sales~~ of ~~fresh~~ ~~fruit~~shares ~~and~~offered ~~packaged foods products~~ in ~~North~~this ~~America and~~offering ~~Europe~~would ~~drove the~~ increase ~~in revenues during 2007. Higher volumes of bananas and pineapples accounted for approximately $222 million~~ or ~~27%~~decrease of the ~~overall~~net ~~revenues~~proceeds ~~increase. Higher~~to ~~revenues~~us infrom ~~the~~this ~~our~~offering ~~European~~by ~~ripening~~approximately ~~and distribution operations contributed an additional~~ $~~528~~ million~~. This increase in the ripening and distribution business was due to the acquisition of the remaining 65% ownership in JP Fruit Distributors Limited~~, orassuming ~~JP Fresh,~~ that wethe ~~did~~price ~~not~~per previously own in October 2006 as well as higher volumes in our Swedish, Spanish and Eastern European operations. JP Fresh increased 2007 revenues by approximately $230 million. Higher sales of packaged

~~foods~~share ~~products, primarily~~ for ~~FRUIT~~the ~~BOWLS,~~offering ~~fruit~~remains inat ~~plastic~~$ (which ~~jars and~~is ~~frozen~~the ~~fruit~~midpoint ~~accounted for approximately $85 million, or 10%,~~ of the ~~overall~~price ~~revenues~~range ~~increase.~~set ~~Favorable~~forth ~~foreign currency~~on ~~exchange~~the ~~movements~~cover inpage ~~our~~of ~~selling~~this ~~locations~~prospectus), ~~also positively~~and ~~impacted~~after ~~revenues by approximately $171 million.~~deducting ~~These~~the ~~increases~~estimated ~~were~~underwriting ~~partially~~discounts ~~offset~~and bycommissions aand ~~reduction~~estimated inoffering ~~fresh vegetables~~expenses ~~sales~~payable ~~due~~by ~~to lower volumes of commodity vegetables sold in North America and Asia~~us.

~~Operating~~After ~~Income. For~~giving ~~the~~effect ~~year~~to ~~ended December 29,~~the ~~2007,~~sale ~~operating income was $149.3 million~~of ~~compared~~shares ~~with~~by ~~$136 million~~us in ~~2006.~~this ~~The~~offering, ~~increase~~new ~~was primarily~~investors ~~attributable~~will ~~to improved operating results in our banana operations worldwide which benefited from stronger pricing and higher volumes. In addition~~hold , ~~operating~~or % ~~income improved~~of in the ~~European~~total ~~ripening~~number ~~and distribution business due to the absence~~ of ~~restructuring~~shares ~~costs~~ of ~~$12.8 million. These~~common ~~improvements~~stock ~~were~~after ~~partially~~this ~~offset~~offering ~~by lower earnings in our packaged salads business~~ and ~~packaged~~existing ~~foods~~shareholders ~~segment~~will ~~primarily~~hold % ~~due~~of tothe ~~higher~~total ~~product~~shares ~~costs~~outstanding. ~~Packaged~~If ~~salads operating results were impacted by higher manufacturing costs due in part to~~ the ~~opening~~underwriters ofexercise atheir ~~new~~option ~~plant in North Carolina. Packaged foods operating income was lower due~~ to ~~higher~~purchase ~~product~~additional ~~costs~~shares ~~resulting from higher third party purchased fruit costs~~ in ~~Thailand and higher commodity costs. Unfavorable foreign currency exchange movements~~full, ~~principally in Thailand and in~~ the ~~Philippines,~~number ~~also increased sourcing costs. In addition, all~~ of ~~our~~shares ~~reporting segments~~held ~~were impacted~~ by ~~higher~~new ~~product,~~investors ~~distribution~~will ~~and shipping~~increase ~~costs, due~~ to higher commodity costs. Unfavorable foreign currency movements in our international sourcing locations more than offset favorable foreign currency exchange movements in our international selling locations. If foreign currency exchange rates in our significant foreign operations during 2007 had remained unchanged from those experienced in 2006 , ~~we estimate that our operating income would have been~~ ~~higher~~or % byof ~~approximately~~the ~~$7 million,~~total ~~excluding~~number ~~the~~of ~~impact~~shares of ~~hedging.~~ ~~Operating~~common ~~income~~stock inafter ~~2007~~this ~~also~~offering ~~included realized foreign currency transaction gains of $7 million~~ and ~~foreign currency~~the ~~hedge~~percentage ~~losses~~ of ~~$10 million.~~shares Weheld ~~also~~by ~~settled~~existing ~~early its~~shareholders ~~Philippine~~will ~~peso~~decrease ~~and~~to % ~~Colombian~~of ~~peso~~the ~~hedges,~~total ~~which~~shares ~~generated gains of $11 million~~outstanding.

~~Other~~The ~~Income~~foregoing ~~(Expense),~~discussion ~~Net. Other~~and ~~income (expense),~~tables ~~net~~assume ~~decreased~~no exercise of stock options to ~~income~~purchase shares of ~~$1.8~~our common stock issuable upon the exercise of stock options outstanding as of December ~~million~~31, in2016, ~~2007~~at a ~~from~~weighted ~~income~~average exercise price of $15 per share.~~2 million~~ inIn ~~2006.~~addition, ~~The~~we ~~decrease~~may ~~was~~choose to raise additional capital due to amarket ~~reduction~~conditions inor ~~the~~strategic ~~gain~~considerations ~~generated~~even onif ~~our~~we ~~cross~~believe ~~currency~~we ~~swap~~have sufficient offunds ~~$22.7 million,~~for ~~partially~~our ~~offset~~current byor afuture ~~reduction~~operating inplans. To the ~~foreign~~ ~~currency~~extent ~~exchange~~that ~~loss~~additional oncapital ~~our~~is ~~vessel~~raised ~~obligation~~through the sale of $9 equity or convertible debt securities or any options are exercised, new investors will experience further dilution.~~2 million.~~

Interest Expense. Interest expense for the year ended December 29, 2007 was $194.9 million compared to $174.7 million in 2006. The increase was primarily related to higher levels of borrowings during 2007 on our term loan facilities and the asset based revolving credit facility.

Income Taxes. Income tax expense for the year ended December 29, 2007 decreased to $4.1 million from $22.6 million in 2006 primarily due to a shift in the mix of earnings in foreign jurisdictions taxed at a lower rate than in the U.S. The effective tax rate in 2006 was (137.7%). For 2007 and 2006, our income tax provision differs from the U.S. federal statutory rate applied to our pretax losses 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.

As noted above, for 2008, 2007 and 2006, we have not provided for U.S. federal income and foreign withholding taxes for nearly all of the excess of the amount for financial reporting over the tax basis of investments that are essentially permanent in duration. While we believe that such excess at January 3, 2009 will remain indefinitely invested at this time, if significant differences arise between our anticipated and actual earnings estimates and cash flow requirements, we may be required to provide U.S. federal income tax and foreign withholding taxes on a portion of such excess. Further, we currently project that we may be required to provide such taxes on a portion of our anticipated fiscal 2009 foreign earnings, which would result in an increase in our overall effective tax rate in 2009 versus the rate experienced by us in previous years.

Refer to Note 7 in the notes to the consolidated financial statements for the year ended January 3, 2009 included elsewhere in this prospectus for additional information about our income taxes.

Equity in Earnings of Unconsolidated Subsidiaries. Equity in earnings of unconsolidated subsidiaries for the year ended December 29, 2007 increased to $1.7 million from $0.2 million in 2006. The increase was primarily related to higher earnings generated by a European equity investment in which we hold a non-controlling 40% ownership interest.

~~Segment Results~~SELECTED ofCONSOLIDATED ~~Operations~~ FINANCIAL DATA

WeOn ~~have~~November 1, ~~three~~2013, ~~reportable~~we ~~operating~~completed ~~segments:~~a ~~fresh~~going ~~fruit~~private merger transaction, ~~fresh vegetables~~or ~~and~~the ~~packaged~~Merger ~~foods.~~as ~~These~~described ~~reportable~~in ~~segments~~Note 1 ~~are~~to the audited ~~managed~~consolidated ~~separately~~financial ~~due~~statements toincluded ~~differences~~elsewhere in ~~their~~this ~~products~~prospectus. As a result of this transaction, ~~production~~ ~~processes~~the results of operations, ~~distribution~~financial ~~channels~~position and ~~customer~~cash ~~bases~~flows prior to the date of the Merger are presented as the “Predecessor.” The results of operations, financial position and cash flows thereafter are presented as the “Successor.”

~~Our~~The ~~management~~following ~~evaluates~~table ~~and~~sets forth ~~monitors~~a ~~segment~~summary ~~performance primarily~~of ~~through~~our ~~earnings~~consolidated ~~before~~financial ~~interest~~data ~~expense~~for ~~and~~the ~~income taxes~~periods, orand ~~EBIT~~as of the dates indicated. ~~EBIT~~We ishave ~~calculated~~derived bythe ~~adding~~selected ~~interest~~consolidated ~~expense and~~financial ~~income~~data ~~taxes~~as toof ~~income~~December 31, 2016 (~~loss~~Successor) ~~from~~and ~~continuing~~January 2, ~~operations.~~2016 (Successor) and for the ~~Management~~years ~~believes~~ended ~~that~~December 31, ~~segment~~2016 ~~EBIT~~(Successor), ~~provides~~January 2, ~~useful information~~2016 ~~for~~(Successor) ~~analyzing~~and January 3, 2015 (Successor), from the ~~underlying~~audited ~~business~~consolidated ~~results~~financial ~~as well~~statements asincluded ~~allowing~~elsewhere ~~investors~~in athis ~~means~~prospectus. toThe ~~evaluate~~selected ~~the~~consolidated financial data ~~results~~as of ~~each~~January 3, ~~segment~~2015 in(Successor), ~~relation~~December 28, 2013 (Successor), and December 29, 2012 (Predecessor), and for the period from November 2, 2013 to December 28, 2013 (Successor), the ~~Company~~period asfrom aDecember 30, ~~whole.~~2012 to ~~EBIT~~November 1, is2013 ~~not~~(Predecessor) ~~defined~~and ~~under~~for ~~GAAP~~the ~~and~~year ~~should~~ended ~~not~~and beDecember 29, ~~considered~~2012 ~~in isolation~~(Predecessor), orhave asbeen aderived ~~substitute~~from ~~for~~our ~~net~~financial ~~income~~statements ~~measures~~not ~~prepared~~included in ~~accordance~~ ~~with~~this ~~GAAP~~prospectus. orAmounts asfrom athese ~~measure~~previously ofaudited ~~our~~financial ~~profitability.~~statements have ~~Additionally,~~been ~~our~~revised ~~computation~~to ofreflect ~~EBIT~~the ~~may~~reclassifications ~~not~~required beas ~~comparable~~a ~~to other~~result ~~similarly~~of ~~titled~~our ~~measures~~adoption ~~computed~~of byASU ~~other~~No. ~~companies~~2015-03—Interest—Imputation of Interest, ~~because~~ ~~not~~for ~~all~~which ~~companies~~the ~~calculate~~related ~~EBIT~~reclassifications infor ~~the~~such ~~same~~years have ~~fashion~~not been audited.

The selected consolidated financial data set forth below are not necessarily indicative of the results of future Inoperations and should be read in conjunction with the ~~tables~~discussion ~~below,~~in ~~revenues~~“Management’s ~~from~~Discussion ~~external~~and ~~customers~~Analysis of Financial Condition and ~~EBIT reflect~~Results ~~only~~of Operations” and the ~~results~~other ~~from~~financial ~~continuing~~information ~~operations~~included elsewhere in this prospectus.

	2008			2007			2006
	(In thousands)
Revenues from external customers
Fresh fruit	$	5,401,145		$	4,736,902		$	3,968,963
Fresh vegetables		1,086,888			1,059,401			1,082,416
Packaged foods		1,130,791			1,023,257			938,336
Corporate		1,128			1,252			1,148
	$	7,619,952		$	6,820,812		$	5,990,863
EBIT
Fresh fruit	$	305,782		$	172,175		$	104,976
Fresh vegetables		1,123			(21,668	)		(7,241	)
Packaged foods		70,944			80,093			93,449
Total operating segments		377,849			230,600			191,184
Corporate:
Unrealized gain (loss) on cross currency swap		(50,411	)		(10,741	)		20,664
Operating and other expenses		(54,043	)		(59,506	)		(53,377	)
Total Corporate		(104,454	)		(70,247	)		(32,713	)
Interest expense		(174,485	)		(194,851	)		(174,715	)
Income taxes		48,015			(4,054	)		(22,609	)
Income (loss) from continuing operations, net of income taxes	$	146,925		$	(38,552	)	$	(38,853	)

Fiscal Year 2008 vs. Fiscal Year 2007

Fresh Fruit. Fresh fruit revenues in 2008 increased 14% to $5.4 billion from $4.7 billion in 2007. The increase in fresh fruit revenues was primarily driven by higher worldwide sales of bananas and higher sales in the European ripening and distribution operation. In addition, sales of Chilean deciduous fruit and fresh pineapple also increased. Banana sales increased approximately $392 million due to higher pricing worldwide and increased volumes sold in Asia. Higher demand for bananas, product shortages and higher fuel costs contributed to an increase in banana pricing and surcharges during 2008. European ripening and distribution sales were $227 million higher as result of increased volumes in Sweden, Germany, Italy and Eastern Europe, and stronger pricing and favorable euro and Swedish krona foreign currency exchange rates. This growth in the European ripening and distribution business was partially offset by lower revenues as a result of the sale of the JP Fresh and Dole France subsidiaries in

November 2008. JP Fresh and Dole France revenues totaled $382 million and $480 million during fiscal 2008 and 2007, respectively. Sales of Chilean deciduous fruit also increased due to improved pricing in the European and Latin American markets. Increased sales of fresh pineapple were primarily driven by higher volumes sold in North America. Favorable foreign currency exchange movements in our foreign selling locations, primarily the euro, Japanese yen and Swedish krona, benefited revenues by approximately $171 million.


	Fiscal Year Ended⁽¹⁾									For the Period November 2, 2013 to December 28, 2013			For the Period December 30, 2012 to November 1, 2013			Fiscal Year Ended⁽¹⁾ December 29, 2012
STATEMENT OF OPERATIONS	December 31, 2016			January 2, 2016			January 3, 2015			For the Period November 2, 2013 to December 28, 2013			For the Period December 30, 2012 to November 1, 2013			Fiscal Year Ended⁽¹⁾ December 29, 2012
	Successor			Successor			Successor			Successor			Predecessor			Predecessor
							(In thousands, except per share data)
Revenues, net	$	4,507,262		$	4,646,413		$	4,786,420		$	645,485		$	3,861,897		$	4,246,708
Cost of products sold		(4,238,625	)		(4,309,160	)		(4,452,921	)		(652,115	)		(3,558,252	)		(3,878,942	)

Gross profit	$	268,637		$	337,253		$	333,499		$	(6,630	)	$	303,645		$	367,766

Selling, marketing and general and administrative expenses		(193,050	)		(234,126	)		(248,664	)		(60,887	)		(235,743	)		(289,692	)
ITOCHU transaction related costs		—			—			—			(589	)		(22,348	)		(48,395	)
European Union antitrust legal provision		—			—			—			—			(33,764	)		(26,000	)
Merger transaction, litigation settlement and other related costs		(70,042	)		(67,275	)		(4,345	)		(42,670	)		(11,880	)		—
Gain on asset sales		15,878			19,755			14,029			6,087			24,334			12,913

Operating income (loss)	$	21,423		$	55,607		$	94,519		$	(104,689	)	$	24,244		$	16,592

Other income (expense), net		3,015			13,534			19,396			(1,069	)		(6,479	)		(3,130	)
Interest income		5,047			5,036			4,168			713			3,833			4,654
Interest expense		(70,170	)		(62,937	)		(63,798	)		(11,141	)		(30,099	)		(12,219	)

Income (loss) from continuing operations before income taxes and equity earnings (loss)	$	(40,685	)	$	11,240		$	54,285		$	(116,186	)	$	(8,501	)	$	5,897

Income taxes		27,145			(22,319	)		28,992			(23,571	)		(3,022	)		(10,755	)
Earnings (loss) from equity method investments		(3,377	)		(735	)		657			600			5,316			6,063

Income (loss) from continuing operations, net of income taxes		(16,917	)		(11,814	)		83,934			(139,157	)		(6,207	)		1,205
Income (loss) from discontinued operations, net of income taxes		(6,043	)		1,031			(18,853	)		(35,986	)		(66,089	)		(150,003	)
Gain on disposal of discontinued operations, net of income taxes		—			—			—			—			254,281			7,231

Net income (loss)	$	(22,960	)	$	(10,783	)	$	65,081		$	(175,143	)	$	181,985		$	(141,567	)

Less: Net income attributable to non-controlling interests		(698	)		(1,380	)		(728	)		(28	)		(2,337	)		(2,896	)

Net income (loss) attributable to the shareholder of Dole Food Company, Inc	$	(23,658	)	$	(12,163	)	$	64,353		$	(175,171	)	$	179,648		$	(144,463	)

Earnings per share—Basic and Diluted:
Income (loss) from continuing operations excluding net income attributable to noncontrolling interests	$	(17,615	)	$	(13,194	)	$	83,206		$	(139,185	)	$	(7,723	)	$	(96	)
Net income (loss) attributable to Dole Food Company, Inc.		(23,658	)		(12,163	)		64,353			(175,171	)		179,648			(144,463	)

Fresh fruit EBIT increased 79% to $305.8 million in 2008 from $172.2 million in 2007. EBIT increased due to significantly higher banana earnings and improved pricing in the European ripening and distribution operations. The increase in worldwide banana EBIT was driven by higher pricing, partially offset by increased product and shipping costs as a result of higher commodity costs. Banana EBIT also benefited from foreign currency translation gains on our vessel obligation of $22.7 million. Our Chilean deciduous fruit operations also reported an increase in EBIT as a result of higher sales and improved farm margins. Higher EBIT in the fresh fruit operating segment was also attributable to gains recorded on asset sales of $25.5 million. These increases were partially offset by lower fresh pineapple earnings due primarily to higher product, shipping and distribution costs worldwide. If foreign currency exchanges rates, primarily in our fresh fruit foreign selling locations, during 2008 had remained unchanged from those experienced in 2007, we estimate that fresh fruit EBIT would have been lower by approximately $50 million, excluding the impacts of hedging. Fresh fruit EBIT in 2008 included foreign currency hedge losses of $14 million, fuel hedge losses of $4 million and realized foreign currency transaction gains of $1 million.

Fresh Vegetables. Fresh vegetables revenues for 2008 increased 3% to $1.09 billion from $1.06 billion. The increase in revenues was primarily due to improved pricing and higher volumes of packaged salads sold in North America. Packaged salad sales also benefited from the introduction of premium salad kits. In addition, higher volumes and pricing for strawberries and higher celery volumes were reported in the North American commodity business. These increases were partially offset by lower volumes of lettuce and mixed produce sold in North America and broccoli and asparagus sold in Asia.

Fresh vegetables EBIT for 2008 increased to $1.1 million compared to a loss of $21.7 million in 2007. The increase in EBIT was primarily due to improved pricing as well as lower distribution and production costs in the packaged salads business. EBIT also increased due to lower workers compensation related accruals of $9 million as a result of favorable closures of historical claims and a reduction in claims activity. In addition, earnings in the Asia commodity vegetable business improved due to stronger pricing. These increases were partially offset by lower earnings in the North American commodity vegetables business due to higher growing and distribution costs as a result of significantly higher fuel and fertilizer costs. In addition, the packaged salads business incurred higher selling and marketing costs due to increased promotional activities.

Packaged Foods. Packaged foods revenues for 2008 increased 11% to $1.1 billion from $1 billion in 2007. Revenues increased primarily due to higher pricing and volumes of FRUIT BOWLS, canned pineapple, pineapple juice and tropical fruit sold worldwide. In addition, North America revenues benefited from higher sales of frozen food products as a result of improved pricing. Foreign currency exchange rate movements on revenues were not material in 2008.

Packaged foods EBIT in 2008 decreased to $70.9 million from $80.1 million in 2007. EBIT decreased due primarily to higher product, shipping and distribution costs. Increases in commodity costs (such as fuel, tinplate and plastics) continued to impact operating results. In addition, higher product costs were attributable to unfavorable foreign currency exchange movements in Thailand and the Philippines, where product is sourced. If foreign currency exchanges rates during 2008 had remained unchanged from those experienced in 2007, we estimate that packaged foods EBIT would have been higher by approximately $11 million. Packaged foods EBIT in 2008 included realized foreign currency transaction losses of $5 million and foreign currency hedge losses of $2 million. Packaged foods also settled early its Canadian dollar hedges, which generated gains of $4 million.

Corporate. Corporate EBIT includes general and administrative costs not allocated to the operating segments. Corporate EBIT in 2008 was a loss of $104.5 million compared to a loss of $70.2 million in 2007. EBIT decreased primarily due to a net loss generated on our cross currency swap of $39.2 million. This decrease was partially offset by lower general and administrative expenses due primarily to a reduction in legal costs and lower unrealized losses on foreign denominated borrowings.

Fiscal Year 2007 vs. Fiscal Year 2006


BALANCE SHEET DATA (at period end):	December 31, 2016		January 2, 2016		January 3, 2015		December 28, 2013		December 29, 2012
	Successor		Successor		Successor		Successor		Predecessor
					(In thousands)
Cash and cash equivalents	$	36,628	$	83,210	$	54,882	$	64,640	$	91,579
Working capital⁽²⁾		103,007		226,672		148,227		238,187		1,265,491
Total assets⁽³⁾		2,906,696		2,961,624		3,186,284		3,083,773		4,218,277
Total secured debt, net⁽³⁾		1,276,552		1,185,520		1,069,612		1,026,022		1,452,954
Long term debt, net⁽³⁾		1,219,533		1,147,062		1,039,195		1,026,982		1,504,417
Total liabilities and equity⁽³⁾		2,906,696		2,961,624		3,186,284		3,083,773		4,218,277
Total equity		477,198		590,257		566,204		527,449		712,526

Fresh Fruit. Fresh fruit revenues in 2007 increased 19% to $4.7 billion from $4 billion in 2006. The increase in fresh fruit revenues was primarily driven by higher worldwide sales of bananas and higher sales in the European ripening and distribution operation. Banana sales increased approximately $200 million due to improved volumes and higher pricing worldwide. European ripening and distribution sales were $528 million higher as result of increased volumes in Sweden, Spain and Eastern Europe as well as the October 2006 acquisition of the remaining 65% interest in JP Fresh, an importer and distributor of fresh produce in the United Kingdom. In addition, revenues benefited from higher sales of fresh pineapples in North America and Asia. The increase in fresh pineapple sales resulted from improved pricing worldwide and higher volumes sold in North America and Asia. Favorable foreign currency exchange movements in our foreign selling locations, primarily the euro and Swedish krona, benefited revenues by approximately $163 million.


CASH FLOW AND OTHER DATA:	December 31, 2016			January 2, 2016			January 3, 2015			For the Period November 2, 2013 to December 28, 2013			For the Period December 30, 2012 to November 1, 2013			December 29, 2012
	Successor			Successor			Successor			Successor			Predecessor			Predecessor
							(In thousands)
Cash paid for capital expenditures	$	(156,131	)	$	(142,825	)	$	(259,533	)	$	(28,333	)	$	(99,580	)	$	(105,843	)
Interest payments on borrowings		62,030			62,697			59,391			2,668			41,044			120,785
Cash flow provided by (used in) operating activities		30,501			20,221			92,763			(110,386	)		(139,194	)		45,278
Cash flow provided by (used in) investing activities		(97,917	)		80,840			(151,219	)		(241,699	)		1,519,724			(75,581	)
Cash flow provided by (used in) financing activities		22,049			(69,946	)		52,240			56,639			(1,112,506	)		(534	)

~~Fresh~~(1) ~~fruit~~Our ~~EBIT~~fiscal ~~increased~~year ~~64%~~ends toon ~~$172.2 million~~the inSaturday ~~2007 from~~closest ~~$105 million in 2006. EBIT increased due~~ to ~~improved banana~~December ~~earnings~~31 ~~and~~of the ~~absence~~applicable ofyear. ~~restructuring~~Fiscal ~~costs~~year ~~recorded by~~2016 ~~Saba~~ended ~~Trading~~on ABDecember 31, ~~or Saba~~2016, ~~during~~fiscal ~~2006.~~year ~~Higher~~2015 ~~earnings~~ended inon ~~our banana~~January ~~operations~~2, ~~were attributable to higher sales worldwide~~2016, ~~which~~ ~~were~~fiscal ~~partially~~year ~~offset~~2014 byended ~~higher~~on ~~purchased~~January fruit costs. EBIT also benefited by $9.1 million due to the final settlement of our property insurance claim associated with Hurricane Katrina. These increases were partially offset by lower fresh pineapple earnings due mainly to higher product3, ~~shipping~~ ~~and distribution costs and a $3.8 million impairment charge for farm assets in the Chilean deciduous fruit operations. If foreign currency exchanges rates~~2015, ~~primarily~~fiscal ~~in our~~year ~~fresh~~2013 ~~fruit~~ended ~~foreign~~on ~~sourcing~~December ~~locations~~28, ~~during 2007 had remained unchanged from those experienced in 2006~~2013, weand ~~estimate that~~fiscal ~~fresh~~year ~~fruit~~2012 ~~EBIT~~ended ~~would~~on ~~have~~December ~~been lower by approximately $16 million~~29, ~~excluding the impacts of hedging~~2012. ~~Fresh~~Fiscal ~~fruit EBIT~~years in2016, ~~2007 included foreign currency hedge losses of $6 million~~2015, ~~foreign~~2013 ~~currency exchange losses related to the vessel obligation of $1 million~~ and ~~realized~~2012 ~~foreign currency~~were ~~transaction~~52 ~~gains~~week ofyears ~~$7 million. In addition, fresh fruit EBIT benefited from fuel hedge gains of $5 million~~ and ~~$2 million~~fiscal ~~related~~2014 towas ~~the~~a ~~early settlement~~53 ofweek ~~Colombian peso hedges~~year.

~~Fresh~~(2) ~~Vegetables~~$9. ~~Fresh~~1 ~~vegetables~~million, ~~revenues for~~($26.3) ~~2007~~million, ~~decreased~~and ~~2% to~~ ($197.~~06 billion~~9) ~~from $1.08 billion.~~million ~~The~~of ~~decrease~~current innet ~~revenues~~deferred ~~was~~tax ~~primarily~~assets ~~due to~~(liabilities) ~~lower~~are ~~volumes~~reflected ~~sold~~ in ~~the~~working ~~North~~capital ~~America~~as ~~and~~of ~~Asia~~January ~~commodity vegetables~~3, ~~businesses~~2015, ~~primarily~~December ~~for berries~~28, ~~lettuce,~~2013 ~~broccoli~~ and ~~asparagus~~December 29, as2012, ~~well~~respectively, asand ~~lower~~have ~~surcharges~~been inreclassified ~~North America. These decreases were partially offset by improved pricing for commodity vegetables in both North America~~ and ~~Asia.~~reflected ~~In the packaged salads business, revenues were relatively unchanged~~ as ~~improved~~ ~~pricing~~noncurrent ~~was~~net ~~offset~~deferred bytax ~~lower~~assets ~~volumes~~(liabilities) ~~during~~in the ~~first half~~subsequent ofaccounting ~~2007.~~periods ~~Additional costs were incurred~~ as a result of ~~increased~~ ~~promotional~~the ~~activity,~~adoption ~~which~~of ~~were~~ASU ~~recorded as a reduction to revenues during 2007~~No. ~~Consumer~~2015-17—Balance ~~demand~~Sheet inClassification ~~the packaged~~of ~~salads~~Deferred ~~business~~Taxes, ~~experienced~~that ~~higher~~required ~~volumes~~deferred inincome ~~the second~~tax ~~half~~assets ofand ~~2007~~liabilities ~~as the packaged salads category began~~ to ~~recover~~ ~~from~~be apresented ~~third~~as ~~quarter~~non-current ~~2006 E. coli incident. In an effort to increase demand~~ in the ~~packaged~~consolidated ~~salads~~balance ~~category, we continued to offer incentives to our customers and consumers~~sheets.

~~Fresh~~(3) ~~vegetables~~As ~~EBIT~~a ~~for~~result ~~2007~~of ~~was~~the aadoption ~~loss~~of ASU No. 2015-03—Interest—Imputation of Interest, we have reclassified certain debt issuance costs not related to our line-of-credit from prepaid expense and other asset, and from other assets, net to notes payable and current portion of long-term debt, net and long-term debt, net from our previously audited financial statements. As of January 3, 2015, $215.7 4 million ~~compared~~ of debt issuance costs included in prepaid expenses and other assets were reclassified to anotes ~~loss~~payable and current portion of long-term debt, net and $713.2 5 million inof ~~2006.~~debt ~~The~~issuance ~~decrease~~costs included in ~~EBIT~~ ~~was~~other ~~primarily~~assets, ~~due~~net were reclassified to ~~higher~~long-term ~~manufacturing~~debt, net. As of December 28, 2013, $4.8 million of debt issuance costs included in prepaid expenses and ~~general~~ other assets were reclassified to notes payable and ~~administrative~~current ~~expenses~~portion inof ~~the~~long-term ~~packaged~~debt, ~~salads~~net ~~business~~and ~~due in~~$19.2 ~~part~~million toof ~~the~~debt ~~new~~issuance ~~salad~~costs ~~plant~~included in ~~North~~other ~~Carolina.~~assets, ~~These decreases~~net were ~~partially~~reclassified ~~offset~~to bylong-term ~~higher~~debt, ~~margins~~net. ~~generated~~As of December 29, 2012, $3.3 million of debt issuance costs included in ~~the~~ ~~North~~prepaid ~~America~~expenses ~~commodity~~and ~~vegetables~~other ~~business~~assets ~~due~~were reclassified to ~~higher pricing~~notes ~~for~~payable ~~lettuce~~and current portion of long-term debt, net and ~~celery~~$8. 2 million of debt issuance costs included in other assets, net were reclassified to long-term debt, net.

Packaged Foods. Packaged foods revenues for 2007 increased 9% to $1 billion from $938.3 million in 2006. The increase in revenues was primarily due to higher pricing and volumes of FRUIT BOWLS, fruit in plastic jars and packaged frozen food products, and higher volumes of canned juice sold in North America. Revenues also grew in Europe due to higher pricing and volumes of canned solid pineapple, higher pricing of FRUIT BOWLS and higher sales volumes of concentrate. Revenues in Asia were lower due primarily to the disposition of a small distribution company in the Philippines during the fourth quarter of 2006.

Packaged foods EBIT in 2007 decreased to $80.1 million from $93.4 million in 2006. EBIT was impacted by higher product costs in both North America and Europe, which were driven by unfavorable foreign currency exchange rates in Thailand and the Philippines, where product is sourced. EBIT in Asia was impacted by lower sales and higher product costs. If foreign currency exchanges rates, in packaged foods sourcing locations, during 2007 had remained unchanged from those experienced in 2006, we estimate that packaged foods EBIT would have been

~~higher~~MANAGEMENT’S byDISCUSSION ~~approximately~~AND ~~$23 million.~~ANALYSIS ~~Packaged~~OF ~~foods~~FINANCIAL ~~EBIT~~CONDITION inAND ~~2007~~RESULTS ~~included~~OF ~~realized~~OPERATIONS foreign currency transaction gains of $4 million partially offset by foreign currency hedge losses of $2 million. Packaged foods also settled early its Philippine peso hedges, which generated gains of $8.8 million.

~~Corporate. Corporate~~You ~~EBIT~~should ~~includes~~read ~~general~~the ~~and administrative~~following ~~costs~~discussion ~~not~~in ~~allocated~~conjunction towith ~~the~~our ~~operating~~consolidated ~~segments. Corporate~~financial ~~EBIT~~statements inand ~~2007~~the related ~~was~~notes aand ~~loss~~other offinancial ~~$70.2 million~~information ~~compared to~~included aelsewhere ~~loss~~in ofthis ~~$32~~prospectus.~~7 million~~ inIn ~~2006.~~addition ~~EBIT~~to ~~decreased primarily~~historical ~~due~~consolidated tofinancial ainformation, ~~reduction~~the infollowing ~~the~~discussion ~~gain~~contains ~~generated~~forward-looking onstatements that reflect our ~~cross~~plans, estimates and ~~currency~~beliefs, ~~swap~~as ofdiscussed ~~$22.7 million.~~in In“Special ~~addition,~~Note ~~there~~Regarding ~~were higher~~Forward ~~general~~Looking ~~and~~Statements.” ~~administrative~~Our ~~expenses~~actual ~~compared~~results tocould ~~the~~differ ~~prior year~~materially. ~~due~~Factors ~~primarily~~that tocould ~~additional~~cause ~~legal~~or ~~costs.~~contribute ~~Corporate~~to ~~EBIT~~these ~~in 2007~~differences ~~also~~include ~~included~~those ~~realized~~discussed ~~foreign~~below ~~currency~~and ~~transaction~~elsewhere ~~losses~~in this ofprospectus, ~~$4 million~~particularly in “Risk Factors. ”

Our fiscal year ends on the Saturday closest to December 31. References to ~~Discontinued Operations~~ fiscal years 2016, 2015 and 2014 are references to the fiscal year ended December 31, 2016, January 2, 2016 and January 3, 2015, respectively. Fiscal years 2016 and 2015 were 52-week years and fiscal 2014 was a 53-week year.

~~During~~General ~~the~~Overview second quarter of 2008, we approved and committed to a formal plan to divest our fresh-cut flowers operations. The first phase of this transaction was completed during the first quarter of 2009. During the fourth quarter of 2007, we approved and committed to a formal plan to divest our citrus and pistachio operations, or Citrus, located in central California. Prior to the fourth quarter of 2007, the operating results of Citrus were included in the fresh fruit operating segment. The Citrus sale closed during the third quarter of 2008 and we received net cash proceeds of $44 million. As the assets of Citrus were held by non-wholly owned subsidiaries of the Company, our share of the proceeds was $28.1 million. The results of operations of these businesses have been reclassified as discontinued operations for all periods presented.

Founded in 1851, Dole ~~During~~Food ~~the~~Company ~~fourth~~is ~~quarter~~one of ~~2006,~~the weworld’s ~~completed~~leading ~~the~~producers, ~~sale~~marketers and distributors of ~~our Pacific~~fresh ~~Coast~~fruit ~~Truck~~and ~~Center,~~fresh orvegetables. ~~Pac~~We ~~Truck~~provide retail, ~~business~~wholesale ~~for $20.7 million.~~and ~~The~~foodservice ~~Pac~~customers ~~Truck~~around ~~business~~the ~~consisted~~world ofwith a ~~full~~diverse portfolio of the highest quality fresh ~~service~~fruit ~~truck~~and ~~dealership~~vegetable ~~that~~products ~~provided~~bearing ~~medium~~the DOLE brand and ~~heavy-duty trucks~~other tobrands. ~~customers~~Our inmost ~~the~~significant ~~Pacific~~products ~~Northwest~~hold ~~region~~leading market share positions in their respective markets. We ~~received $15.3 million~~are one of ~~net~~the ~~cash~~world’s ~~proceeds~~largest ~~from~~producers ~~the~~of ~~sale~~bananas ~~after~~and ~~the~~pineapples, and a ~~assumption~~leader ofin $5other fresh fruit, value-added and fresh-packed vegetables, and berries.~~4 million~~ ofWe ~~debt~~sell and ~~realized~~distribute aour ~~gain~~fruit ~~of approximately~~and ~~$2.8 million~~vegetable onproducts ~~the~~throughout ~~sale~~our network in North America, ~~net~~Europe, ofLatin ~~income~~America, ~~taxes of~~South ~~$2 million.~~Africa ~~Prior~~and toDubai. ~~the~~We ~~reclassification~~believe toour brand ~~discontinued~~has ~~operations~~global appeal, ~~the~~as ~~operating~~we ~~results~~offer ofproducts ~~Pac~~that ~~Truck~~provide ~~were included~~value inand convenience, and align strongly with the ~~other~~growing ~~operating~~emphasis ~~segment~~on maintaining a healthy, balanced lifestyle.

The ~~operating~~DOLE ~~results~~brand is one of the most recognized brands for fresh~~-cut~~ ~~flowers~~fruit in the United States, ~~Citrus~~as ~~and~~evidenced ~~Pac~~by ~~Truck~~our 63% unaided consumer brand ~~for~~awareness—25% ~~fiscal~~higher ~~2008~~than that of our closest competitor, ~~2007~~according ~~and~~to ~~2006~~a ~~are~~survey ~~reported~~conducted in 2016 by major global research company IPSOS. In a recent survey conducted by Reputation Institute measuring the ~~following~~reputation of approximately 800 ~~table:~~companies in the United States, DOLE ranked as the highest fresh food brand and was the 18th most reputable brand overall. We believe that consumers and retailers around the world both recognize and associate the DOLE brand with premium food products, which enables us to enter new markets and attract customers, and contributes significantly to maintaining our leading positions in the markets that we serve.

	Fresh-Cut Flowers			Citrus			Pac Truck		Total
	(In thousands)
2008
Revenues	$	106,919		$	5,567		$	—	$	112,486
Loss before income taxes	$	(43,235	)	$	(1,408	)	$	—	$	(44,643	)
Income taxes		16,936			316			—		17,252
Loss from discontinued operations, net of income taxes	$	(26,299	)	$	(1,092	)	$	—	$	(27,391	)
Gain on disposal of discontinued operations, net of income taxes of $4.3 million	$	—		$	3,315		$	—	$	3,315
2007
Revenues	$	110,153		$	13,586		$	—	$	123,739
Income (loss) before income taxes	$	(19,146	)	$	733		$	—	$	(18,413	)
Income taxes		2,994			(300	)		—		2,694
Income (loss) from discontinued operations, net of income taxes	$	(16,152	)	$	433		$	—	$	(15,719	)
2006
Revenues	$	160,074		$	20,527		$	47,851	$	228,452

We have built an integrated supply chain and operating platform by owning farmland, manufacturing plants, pack houses, ships, containers and port and research facilities. As of March 25, 2017, we owned and operated approximately 124,000 acres of farms and other land holdings around the world, including approximately 14,800 acres of actively marketed idle land for sale in Oahu, Hawaii. In addition, we own a fleet of 15 refrigerated ships, 13 of which are dedicated to our operations, operate approximately 15,600 refrigerated containers and utilize six salad manufacturing plants. Our iconic brand, commitment to product quality, sustainability, food safety, nutrition education, customer service and consumer marketing programs, while maintaining competitive pricing, enhances our position within the fresh food industry. We believe that our infrastructure, combined with our market-leading logistics and distribution management capabilities, allows us to grow, source, process and distribute the highest quality and freshest products worldwide.

Key Factors of Our Results of Operations

Balance of Supply and Demand

Our business is highly impacted by the balance of supply and demand for our products. For many of our products, we decide the specific source and quantities to grow or purchase at the beginning of the applicable

	Fresh-Cut Flowers			Citrus			Pac Truck			Total
	(In thousands)
Income (loss) before income taxes	$	(57,001	)	$	3,767		$	397		$	(52,837	)
Income taxes		4,379			(1,765	)		(163	)		2,451
Income (loss) from discontinued operations, net of income taxes	$	(52,622	)	$	2,002		$	234		$	(50,386	)
Gain on disposal of discontinued operations, net of income taxes of $2 million	$	—		$	—		$	2,814		$	2,814

growing season, which is typically many months before the product will be sold. Although we make these supply decisions and allocate products to our markets based on our expectations of market conditions, these conditions may change before the produce is sold. Our products are also highly perishable. Due to the long lead time required to bring our products to market and their short shelf life, we are not always able to time our sale of products to take advantage of market changes. Accordingly, our results of operations are affected if we are required to sell our products at lower prices than we expected, or have surplus product that needs to be cleared.

~~Fresh-cut~~Pricing flowers loss before income taxes in 2008 increased to $43.2 compared to a loss of $19.1 million in 2007. The change was due primarily to a $17 million impairment charge on long-lived assets related to the flowers transaction, of which the first phase closed during the first quarter of 2009. Product costs also increased as a result of unfavorable foreign currency exchange rates in Colombia, where the product is sourced. In addition, there were foreign currency hedge losses in 2008 of $0.3 million compared to foreign currency hedge gains of $6 million in 2007. These factors were partially offset by gains generated from the sale of the Miami headquarters building and aVolumes farm in Mexico as well as lower distribution costs due to changes in the customer base. If foreign currency exchange rates, in Colombia, during 2008 had remained unchanged from those experienced in 2007, we estimate that our fresh-cut flowers loss before taxes would have been lower by approximately $4 million, excluding the impacts of hedging.

~~Fresh-cut~~Our ~~flowers~~revenues ~~loss~~are ~~before~~driven ~~income~~by ~~taxes~~our inability ~~2007 improved~~ to ~~a loss~~achieve offavorable ~~$19.1 million~~pricing ~~from~~and aincrease ~~loss of $57 million in 2006~~volumes. ~~The~~Our ~~lower~~pricing ~~loss~~ is ~~primarily~~driven ~~due~~by tofactors ~~the~~such ~~absence~~as ~~of restructuring-related~~our ~~and asset impairment charges recorded in~~premium ~~2006 of $29 million. Lower shipping expenses~~brand, ~~due in part to~~ the ~~renegotiation~~high ofquality ~~an airfreight contract, also contributed to the improvement~~ of ~~the~~our ~~loss.~~products ~~These~~and ~~improvements~~our ~~were partially~~ability ~~offset~~to byconsistently ~~higher~~meet ~~product~~our ~~costs~~customers’ ~~resulting~~demands ~~from damage to roses~~ in ~~Colombia~~terms ~~caused~~of byreliable ~~adverse~~product ~~weather~~flow, ~~conditions.~~available ~~If foreign~~product ~~currency exchange rates~~volumes, inand ~~Colombia,~~the ~~during~~corporate ~~2007~~sustainability ~~had remained~~and ~~unchanged~~responsibility ~~from~~behind ~~those experienced in 2006, we estimate that~~ our ~~fresh-cut~~products. ~~flowers loss before taxes would have been~~We ~~lower~~generally byenter ~~approximately~~into ~~$7 million,~~contracts ~~excluding~~with ~~the~~our ~~impacts~~retail ~~of hedging.~~customers ~~Fresh-cut~~to ~~flowers~~insulate ~~also~~ourselves ~~benefited~~ from ~~foreign~~fluctuations ~~currency hedge~~in ~~gains~~prices offor ~~$4 million~~some ~~and $2 million related to the early settlement~~ of ~~the~~our ~~Colombian~~core ~~peso hedges~~products.

~~Liquidity and~~Foreign ~~Capital~~Currency ~~Resources~~ Fluctuations

Our international sales are usually transacted in the U.S. dollar and European currencies. Our revenues are impacted by fluctuations in the value of the currency in which we sell versus the U.S. dollar. We source our products from foreign countries throughout the world. Our costs are impacted by fluctuations in the value of the currency where we source or have significant ~~Overview~~ operations versus the U.S. dollar.

AsWe ofenter ~~June 20, 2009, Dole had a cash balance of $107.9 million and an ABL revolver borrowing base of $320 million. After taking~~ into ~~account~~foreign ~~approximately $76.4 million~~currency ofexchange ~~outstanding~~forward ~~letters~~contracts offrom ~~credit~~time ~~issued~~to ~~under the~~time ~~ABL revolver, Dole had approximately $243.6 million available for borrowings as of June 20, 2009. The ABL revolver is secured by and is subject~~ to areduce ~~borrowing~~our ~~base~~risk ~~consisting~~related ~~of up~~ to ~~85%~~foreign ofcurrency ~~eligible~~fluctuations ~~accounts~~that ~~receivable~~impact ~~plus~~our ~~a predetermined~~revenues ~~percentage~~and ~~of eligible inventory, as defined in the credit facility~~costs.

~~Amounts~~Volatility ~~outstanding~~in ~~under~~Commodity ~~the~~Costs term loan facilities were $828.3 million at June 20, 2009. In addition, Dole had approximately $97 million of letters of credit and bank guarantees outstanding under its $100 million pre-funded letter of credit facility at June 20, 2009.

InOur ~~addition~~business tois ~~amounts~~heavily ~~available~~dependent ~~under~~on ~~the~~raw ~~revolving~~materials ~~credit facility~~and other inputs, such as offuel, ~~January 3~~containerboard, ~~2009~~fertilizers, ~~our~~plastic ~~subsidiaries~~resins ~~had~~and other ~~uncommitted~~commodity ~~lines~~costs ofused ~~credit~~in ofthe ~~approximately~~growing, ~~$142.9 million at~~packaging, ~~various~~manufacturing ~~local~~and ~~banks,~~distribution of ~~which~~our ~~$85~~products.~~3 million~~ ~~was available.~~Changes ~~These~~in ~~lines~~the costs of ~~credit~~raw ~~are~~materials ~~used~~and ~~primarily~~other ~~for short-term~~inputs ~~borrowings,~~have ~~foreign~~historically ~~currency~~impacted ~~exchange settlement~~ and ~~the~~ ~~issuance~~are ofexpected ~~letters~~to ofcontinue ~~credit~~impacting orour ~~bank guarantees~~profitability. ~~Several~~Increases ofin ~~our~~commodity ~~uncommitted~~costs ~~lines~~have ~~of credit expire~~ in ~~2009~~the ~~while~~past ~~others~~resulted ~~do not~~in, ~~have~~and ~~a commitment expiration date. These arrangements~~ may ~~be cancelled~~in atthe ~~any~~future ~~time~~result byin, usprice orincreases ~~the~~in ~~banks.~~our ~~Our~~portfolio ~~ability to utilize these lines~~ of ~~credit~~products ~~may~~to bemitigate ~~impacted by~~ the ~~terms~~impact of ~~its~~such ~~senior secured~~increased ~~credit facilities and bond indentures~~costs.

~~During~~Farm ~~the~~Productivity second quarter of 2009, we reclassified to current liabilities its $400 million 7.25% notes due June 2010, or the 2010 Notes. During the second quarter of 2009, our Board of Directors authorized the repurchase of up

We are highly focused on the productivity of our farms, particularly crop yields, since increased farm productivity reduces product cost and increases operating margin. We undertake research and development directed toward sustaining and improving product yields and product quality. By achieving higher volumes on a per acre basis, we keep input and labor costs down and reduce the average per box product cost.

Key Components of Our Results of Operations

Revenues

Our revenues are derived from three main sources: product sales, services and commercial cargo.

Product revenues include sales of our core business products (i.e. fresh fruits and fresh vegetables) and other revenue invoiced to customers (e.g., handling and surcharges). Revenues from services include non-core business activities such as sales of paper boxes or related services, commissions and royalties. Commercial cargo revenue includes sales from transportation of third-party cargo on our vessels. Promotions, allowances and sales incentives given to customers are deducted from total revenues.

toCost ~~$95 million~~ of ~~the~~Products ~~2010~~Sold ~~Notes. We subsequently repurchased $17 million and $20 million of the 2010 Notes during the second and third quarters of 2009, respectively.~~

WeCost ~~believe that available borrowings under our revolving credit facility and subsidiaries’ uncommitted lines~~ of ~~credit, together~~products ~~with~~sold ~~our~~comprises ~~existing cash balances~~product, ~~future~~distribution ~~cash flow from operations, planned asset sales~~ and ~~access~~shipping ~~to capital markets will enable us to meet our working capital, capital expenditure, debt maturity and other commitments and funding requirements~~costs. ~~Management’s~~ plan is dependent upon the occurrence of future events which will be impacted by a number of factors including the availability of refinancing, the general economic environment in which we operate, our ability to generate cash flows from our operations, and our ability to attract buyers for assets being marketed for sale. Factors impacting our cash flow from operations include such items as commodity prices, interest rates and foreign currency exchange rates, among other things, as more fully set forth in “Risk Factors” elsewhere in this prospectus.

~~Cash Flows~~Our product costs include purchased costs from ~~Operating~~independent ~~Activities~~growers or third-party suppliers, contracted growing costs and the costs of our own processed or farmed goods. Other significant components include payroll and employee benefits, as well as costs of materials, such as raw products, chemicals, fertilizers and packaging.

~~For~~Distribution ~~the~~and ~~half~~shipping ~~year~~costs ~~ended~~mainly ~~June 20,~~include ~~2009~~freight expenses, ~~cash~~duties ~~flows~~and ~~provided by~~licenses ~~operating~~resulting ~~activities~~from ~~were~~importation ~~$209.3 million~~charges ~~compared~~from togovernment ~~cash~~agencies ~~flows~~or ~~used~~rights into ~~operating~~import ~~activities~~or ofexport ~~$2.6 million~~to ~~for the~~certain ~~half year ended June 14~~markets, ~~2008.~~service ~~Cash~~costs ~~flows~~such ~~provided~~as ~~by operating~~stevedoring, ~~activities~~hauling ~~increased~~and ~~$211.9 million~~warehousing, ~~primarily due to higher operating income~~ and ~~better~~rental ~~working~~expenses ~~capital management. Cash from operating activities improved due to better collections~~ of ~~receivables~~equipment, infrastructure and ~~lower~~charter ~~levels~~hire, ofamong ~~crop inventory~~others. ~~These~~The ~~improvements~~cost ~~were partially offset by lower levels~~ of ~~accounts~~fuel ~~payable~~for ~~and~~our ~~accrued~~vessels ~~liabilities~~is ~~due~~also ~~in part~~a tosignificant ~~the~~component ~~timing~~ of ~~payments~~our shipping cost.

~~Cash~~Other ~~flows~~important ~~provided~~components ~~by operating activities were $44.6 million~~ in ~~2008~~each ~~compared to cash flows provided by operating activities~~ of ~~$46.3 million in~~ the ~~prior~~categories ~~year. The change was primarily due to net income in 2008 compared with a net loss in 2007, lower levels~~ of ~~accounts~~cost ~~receivable and a smaller increase in inventory balances offset by lower levels~~ of ~~accounts~~ ~~payable~~products ~~and~~sold ~~accrued liabilities. The change in~~are ~~inventories~~amortization ~~was driven primarily by a reduction of raw material purchases in the packaged foods segment. Lower levels of accounts payable~~ and ~~accrued~~depreciation, ~~liabilities~~maintenance ~~were attributable to the timing of payments to suppliers~~ and ~~growers~~repairs, ~~and~~utilities, reduced inventory purchases at year-end. Cash flows provided by operations in 2007 were $46.3 million compared to cash flows provided by operating activities of $15.9 million in 2006. The increase was primarily due to a lower net loss during 2007 and ~~higher~~taxes ~~levels~~other ofthan ~~accounts payable partially offset by higher levels of accounts receivable and an increase in the investment in inventory~~income. Higher accounts payable was attributable to the timing of payments to suppliers and growers and additional inventory-related purchases. The increase in inventory was driven mainly by a build up in finished goods inventory in the packaged foods segment in anticipation of 2008 sales and the impact of higher product costs. In addition, there were higher crop growing costs in the fresh fruit segment due to the timing of plantings.

~~Cash Flows~~Selling, ~~from~~Marketing ~~Investing~~and ~~Activities~~General and Administrative Expenses

~~Cash~~SMG&A ~~flows~~expenses ~~provided~~primarily byinclude ~~investing~~the ~~activities~~costs ~~were $28.3 million~~associated ~~for~~with ~~the~~our ~~half~~sales ~~year~~departments, ~~ended~~as ~~June 20,~~well ~~2009,~~as ~~compared~~advertising toand ~~cash~~promotion ~~flows~~related ~~used~~costs. inGeneral ~~investing~~and ~~activities~~administrative ~~of $3.5 million~~expenses ~~for~~mainly include the ~~half~~costs ~~year~~associated ~~ended~~with ~~June 14,~~the ~~2008. The~~overhead ~~change~~and ~~during~~administration ~~2009~~of ~~was~~our ~~primarily~~corporate ~~due~~and toregional anoffices. ~~increase~~We inexpect ~~cash~~our general and administrative expenses to ~~proceeds~~increase ~~received~~as onwe ~~asset~~incur ~~sales~~additional legal, accounting, insurance and ~~lower~~other ~~levels~~expenses ofassociated ~~capital expenditures~~with being a public company.

~~Cash~~Description flows provided by investing activities increased to $141.1 million in 2008 from $61.4 million used in investing activities in the prior year. The increase during 2008 was primarily due to $214 million of ~~cash proceeds received~~Segments from the sale of assets held-for-sale during 2008. Capital expenditures in 2008 were also lower by $21.7 million. Cash flows used in investing activities in 2007 decreased to $61.4 million from $117 million in 2006. The decrease in cash outflow during 2007 was primarily due to $30.5 million of cash proceeds received on the sale of land parcels in central California by two limited liability companies in which the company is a majority owner, $11 million of cash proceeds received on sales of other assets and lower levels of capital expenditures of $18.2 million.

We have two primary reportable segments: fresh fruit and fresh vegetables. These segments are managed separately due to differences in geography, products, production processes, distribution channels and customer bases.

Fresh Fruit. The fresh fruit reportable segment sells bananas, pineapples and deciduous fruit, which are sourced from local growers or Dole-owned or leased farms primarily located in Latin America and South Africa, with significant selling locations in North America and Western Europe.

Fresh Vegetables. The fresh vegetables reportable segment sells packaged salads and has a line of fresh-packed products that includes iceberg, romaine and leaf lettuces, celery, and fresh berries including strawberries, blueberries, raspberries and blackberries. These products are sourced from North America and Latin America, and substantially all of the sales for fresh vegetables are generated in North America.

We also have an “Other” reportable segment, that procures and distributes fresh fruit in Sweden and sells fresh cut flowers within Western Europe, and a corporate reporting segment.

~~Cash Flows~~Results ~~from~~of ~~Financing~~Operations ~~Activities~~

~~Cash~~Fiscal ~~flows~~Year ~~used~~2016 inCompared ~~financing activities were $219.7 million for the half year ended June 20, 2009, compared~~ to ~~cash flows~~Fiscal ~~used~~Year in2015 financing activities of $14.6 million for the half year ended June 14, 2008. As a result of improved earnings and proceeds received from asset sales during the first half of 2009, we repaid $150.5 million under the ABL revolver and repurchased $17 million of the 7.25% senior notes due June 2010, or 2010 Notes. In addition, We repaid all of the outstanding 8.625% senior notes due 2009, or 2009 Notes, and issued 13.875% senior secured notes due March 2014, or 2014 Notes, resulting in a net repayment of $20 million. We also incurred $18 million of debt issuance costs associated with our March 2009 refinancing transaction.

~~Cash~~Selected ~~flows~~results ~~used~~of inoperations ~~financing~~for ~~activities increased to $185.5 million in 2008 from $16 million provided by financing activities in~~ the ~~prior~~years ~~year.~~ended ~~The increase was primarily due to higher current year debt principal payments, net of borrowings of $172~~December million versus 2007 net borrowings of $26.5 million. Cash flows provided by financing activities in 2007 decreased to $16 million from $142.8 million in 2006. The decrease was primarily due to lower 2007 borrowings31, ~~net~~2016 ~~of repayments of $26.5 million versus 2006 net borrowings of $339.4 million~~ and ~~the absence of an equity contribution of $28.4~~January ~~million made by Dole Holding Company~~2, ~~LLC,~~2016 ~~our immediate parent, during 2006. These items~~ were ~~partially offset by the absence of $163.7 million of dividends paid to DHC during 2006~~ as ~~well as~~follows: ~~a net return of capital payment to DHC of $31 million.~~

Recent Transactions Affecting Liquidity and Capital Resources


	Year Ended
	December 31, 2016			January 2, 2016
	(In thousands)
Revenues, net	$	4,507,262		$	4,646,413
Cost of products sold		(4,238,625	)		(4,309,160	)
Gross profit		268,637			337,253
Selling, marketing and general and administrative expenses		(193,050	)		(234,126	)
Merger transaction, litigation settlement and other related costs		(70,042	)		(67,275	)
Gain on asset sales		15,878			19,755
Operating income		21,423			55,607
Other income (expense), net		3,015			13,534
Interest income		5,047			5,036
Interest expense		(70,170	)		(62,937	)
Income taxes		27,145			(22,319	)
Loss from equity method investments		(3,377	)		(735	)
Loss from continuing operations, net of income taxes		(16,917	)		(11,814	)
Income (loss) from discontinued operations, net of income taxes		(6,043	)		1,031
Net loss		(22,960	)		(10,783	)
Less: Net income attributable to noncontrolling interests		(698	)		(1,380	)
Net loss attributable to Dole Food Company, Inc.		(23,658	)		(12,163	)

~~2009~~Revenues Debt Maturity and Debt Issuance. During the second quarter of 2008, we reclassified to current liabilities our $350 million 8.625% notes due May 2009, or 2009 Notes. We also completed the early redemption of $5 million of the 2009 Notes during the third quarter of 2008.

OnRevenues ~~February 13,~~for ~~2009,~~the weyear ~~commenced~~ended aDecember 31, ~~tender~~2016 ~~offer~~decreased 3% to ~~purchase~~ ~~for~~$4.51 billion ~~cash~~from ~~any~~$4.65 billion ~~and~~for ~~all of~~ the ~~outstanding~~year ~~2009~~ended January 2, ~~Notes~~2016. ~~for a~~Fresh ~~purchase~~fruit ~~price~~segment ~~equal~~revenues toincreased ~~$980~~3%, ~~per~~or $191.2 million,~~000~~ ofprimarily ~~2009~~due ~~Notes~~to ~~validly tendered,~~higher ~~with~~worldwide anvolumes ~~additional payment~~ of ~~$20~~bananas ~~per~~and $1pineapples,~~000~~ ofas ~~2009 Notes~~well ~~tendered~~as ~~early~~higher involumes ~~the~~of ~~process~~Chilean deciduous fruit. InFresh ~~connection~~vegetables ~~with~~segment ~~the~~revenues ~~tender~~decreased ~~offer~~18%, weor ~~sought~~$251.1 million, ~~consents~~primarily due to ~~certain~~lower ~~amendments~~volumes toof ~~the indenture~~fresh ~~governing~~berries, ~~the~~lower ~~2009~~packaged ~~Notes~~salads torevenues, ~~eliminate~~and ~~substantially all~~lower pricing of ~~the~~fresh-packed ~~restrictive~~vegetables. ~~covenants~~Fresh ~~and~~berries ~~certain~~revenues ~~events~~decreased of$133.2 million ~~default contained~~due ~~therein.~~to Onlower ~~March 4,~~volumes. ~~2009,~~Revenues of weour ~~announced~~packaged ~~that~~salads ~~we had~~operations ~~received~~decreased ~~the~~by ~~required~~$85.6 million ~~consents~~mainly ~~necessary~~due to ~~amend~~ the ~~indenture~~ ~~with~~impact ~~respect~~of to the ~~2009~~January 2016 ~~Notes~~recall ~~and,~~of ~~accordingly, executed~~packaged salads produced in the ~~supplemental~~Springfield, ~~indenture~~Ohio ~~effecting~~facility ~~such~~that ~~amendments, which~~was ~~became~~temporarily ~~operative~~shut ondown ~~March 18,~~for ~~2009,~~four ~~when~~months wein ~~accepted~~early 2016. ~~and~~Fresh-packed ~~paid~~vegetables ~~for~~revenues ~~the~~also ~~tendered~~decreased ~~2009~~as ~~Notes.~~a ~~The~~result ~~tender~~of ~~offer~~lower ~~expired on~~pricing ~~March 17,~~across ~~2009~~all major product lines.

OnCost ~~March 18, 2009, we completed the sale and issuance~~ of ~~$350 million~~ ~~aggregate~~Products ~~principal amount of~~Sold 13.875% Senior Secured Notes due March 2014, or 2014 Notes, at a discount of $25 million. The 2014 Notes were sold to qualified institutional investors pursuant to Rule 144A under the Securities Act of 1933, or Securities Act, and to persons outside the United States in compliance with Regulation S under the Securities Act. The sale was exempt from the registration requirements of the Securities Act. Interest on the 2014 Notes will be paid semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2009. The 2014 Notes have the benefit of a lien on certain of our U.S. assets that is junior to the liens of our senior secured credit facilities, and are senior obligations ranking equally with our existing senior debt. We used the net proceeds from this offering, together with cash on hand and/or borrowings under the revolving credit facility, to purchase all of the tendered 2009 Notes and to irrevocably deposit with the trustee of the 2009 Notes funds sufficient to repay the remaining outstanding 2009 Notes, which matured on May 1, 2009.

InCost ~~connection~~of ~~with~~products ~~these~~sold ~~refinancing~~for ~~transactions,~~the weyear ~~amended our~~ended ~~senior~~December 31, ~~secured~~2016 ~~credit~~decreased ~~facilities~~2% to $4.24 billion ~~Such~~from ~~amendments,~~$4.31 billion ~~among~~for the ~~other~~year ~~things,~~ended ~~(i)~~January ~~permit~~2, ~~debt~~2016. ~~securities~~The ~~secured~~decrease bywas ~~a junior~~primarily ~~lien~~attributable to belower ~~issued~~costs toin ~~refinance~~ our ~~senior~~fresh ~~notes~~vegetables ~~due~~segment. ~~in 2009~~Fresh ~~and~~vegetables ~~2010~~costs indecreased anas ~~amount~~a upresult of actions taken to ~~the~~reduce ~~greater~~planted acreage of berries from an oversupplied North ~~(x) $500 million~~America ~~and~~berries ~~(y) the~~market. ~~amount~~These ofactions ~~debt~~resulted ~~that would~~in ~~not~~a ~~cause~~reduction ~~the~~in ~~senior~~berries ~~secured~~volumes ~~leverage~~of ~~ratio~~47% tosold ~~exceed~~during ~~3.75 to~~fiscal ~~1.00;~~2016 (as ofwell ~~March 18,~~as ~~2009,~~ the ~~amounts~~associated ~~in clauses (x)~~costs. ~~and~~In ~~(y) were~~addition, ~~approximately~~our ~~equal); (ii)~~ value added aoperations ~~new~~had ~~restricted~~lower ~~payments~~overall ~~basket~~costs ofassociated upwith ~~to $50 million~~the tofour bemonth ~~used~~shutdown of ~~to prepay~~ our ~~senior~~Springfield, ~~notes~~Ohio ~~due~~salad plant in ~~2009~~ ~~and~~early ~~2010~~2016. ~~subject~~See tofurther ~~pro~~discussion ~~forma~~in ~~compliance~~“Business—Legal ~~with~~Proceedings.” ~~the~~In ~~senior secured~~our ~~credit~~fresh ~~facilities~~fruit ~~and~~segment, ~~$70 million~~our oftotal ~~unused availability~~costs ~~under~~increased due to the ~~revolving~~impact ~~credit~~of ~~facility; (iii) increased~~higher ~~the~~worldwide ~~applicable~~sales ~~margin~~volumes for ~~(x) the term~~bananas, ~~loan~~pineapples, ~~facilities~~and todiversified ~~LIBOR~~fruits ~~plus~~of 5~~.00~~%, or8% ~~the~~and ~~base~~9%, ~~rate plus 4~~respectively.~~00% subject~~ toHowever, aimproved ~~50 basis~~yields ~~point~~from ~~step~~our ~~down~~owned ~~when~~farms ~~the priority~~and ~~senior~~lower ~~secured~~purchased ~~leverage~~fruit ~~ratio~~costs isresulted ~~less~~in ~~than~~lower orworldwide ~~equal~~banana ~~to 1.75 to 1.00~~ and ~~(y) for~~pineapple ~~the~~fruit ~~revolving~~costs ~~credit~~on ~~facility, to~~ a ~~range~~per ofbox ~~LIBOR~~basis. ~~plus~~Lower ~~3.00%~~fuel prices contributed to ~~3.50%~~lower orshipping ~~the~~costs ~~base~~on ~~rate~~a ~~plus~~per ~~2.00% to~~box 2basis.~~50%;~~ ~~(iv) provide~~

~~for~~Selling, aMarketing ~~LIBOR floor of 3.00% per annum for the term loan facilities; (v) added a first priority secured leverage maintenance covenant to the term loan facilities;~~ and ~~(vi) provide~~ ~~for~~General ~~other technical~~ and ~~clarifying~~Administrative ~~changes. These~~Expenses ~~amendments became effective concurrently with the closing of the 2014 Notes offering.~~

~~See~~SMG&A ~~Note 8~~expenses infor the ~~notes~~year ended December 31, 2016 decreased 18% to ~~the~~$193.1 million ~~consolidated~~from ~~financial statements~~$234.1 million for the year ended January 32, ~~2009~~2016. ~~included~~SMG&A expenses decreased mainly due to $26.4 million of lower corporate general and administrative expenses as a result of lower executive incentive compensation expense, charitable contributions, pension benefit costs ~~elsewhere~~and legal costs. SMG&A expenses also decreased primarily due to lower selling and marketing spending in ~~this~~our ~~prospectus~~packaged ~~for~~salads ~~additional~~operations ~~details~~as a result of ~~our outstanding~~lower ~~debt~~volumes and cost reduction measures.

Merger Transaction, Litigation Settlement and Other ~~Items~~ Related Costs

OnMerger ~~June 22~~transaction, ~~2009,~~litigation wesettlement ~~declared~~and aother ~~dividend~~related ~~of $15 million~~costs tofor ~~our~~the ~~parent~~year ended December 31, ~~DHM~~2016 ~~Holdings.~~increased We4% ~~paid~~to $70.0 million from $767.53 million onfor ~~June 23,~~the ~~2009~~year ~~and~~ended $January 2, 2016.~~5 million~~ ~~on July~~Fiscal ~~20,~~2016 ~~2009,~~costs ~~and~~included ~~expect~~legal tofees ~~pay~~and ~~the~~settlement ~~remaining $5.0 million~~of ~~prior~~the tofederal ~~August 31,~~securities ~~2009.~~litigation Asassociated awith ~~result~~the ~~of this dividend~~November 1, we2013 dogoing ~~not~~private atmerger ~~present~~transaction. Fiscal 2015 ~~have~~costs ~~the~~included ~~ability~~legal tofees ~~declare future~~and ~~dividends~~settlement ~~under~~of the ~~terms~~Delaware Court of ~~our~~Chancery ~~senior~~lawsuit. ~~notes~~See ~~indentures and~~further ~~senior~~discussion ~~secured~~in ~~credit~~“Business—Legal ~~facilities~~Proceedings. ”

~~During~~Gain ~~the~~on ~~second~~Asset ~~quarter~~Sales of 2009, we reclassified to current liabilities $400 million of our 2010 Notes. During the second quarter of 2009, our Board of Directors authorized the repurchase of up to $95 million of the 2010 Notes. We subsequently repurchased $17 million and $20 million of the 2010 Notes during the second and third quarters of 2009, respectively.

Gain Onon ~~April 30,~~asset ~~2009,~~sales wefor ~~obtained~~the ~~letters~~year ofended ~~credit~~December 31, to2016 ~~support a~~decreased ~~bank~~20% ~~guarantee issued~~ to ~~the~~$15.9 million ~~European~~from ~~Commission~~$19.8 million infor ~~connection with~~the ~~their~~year ~~Decision~~ended ~~that~~January 2, ~~imposed~~2016. aThe ~~fine~~decrease onwas ~~us.~~due ~~These~~to ~~letters~~the collection of ~~credit~~ ~~were~~an ~~issued~~earn ~~under~~out ~~the~~in ~~ABL~~fiscal 2015 ~~revolver~~related ~~and~~to the ~~pre-funded~~ ~~letter~~sale of ~~credit~~a ~~facility~~German subsidiary in our fresh fruit segment in 2012.

~~See~~Other ~~Note 8~~Income, inNet ~~the notes to the condensed consolidated financial statements for the second quarter of 2009 included elsewhere in this prospectus for additional details of our outstanding debt.~~

For the year ended December 31, 2016, other income (expense), net was $3.0 million, compared to $13.5 million for the year ended January 2, 2016. The decrease in other income was primarily attributable to $13.5 million of lower foreign currency exchange gains on foreign currency denominated intercompany borrowings. This was partially offset by $2.2 million of ~~Cash Requirements~~ higher investment gains on investment holdings held in rabbi trust for executive benefit plans in fiscal 2016 and $2.0 million of higher refinancing charges in fiscal 2015.

~~The~~Interest ~~following~~Expense ~~table summarizes the Company’s contractual obligations and commitments at January 3, 2009:~~

	Payments Due by Period
	Less Than						After
	1 Year		1-2 Years		3-4 Years		4 Years		Total
	(In thousands)
Contractual obligations:
Fixed rate debt	$	345,000	$	600,000	$	155,000	$	—	$	1,100,000
Variable rate debt		8,785		169,738		812,294		4,039		994,856
Notes payable		48,789		—		—		—		48,789
Capital lease obligations		2,963		5,565		6,114		45,806		60,448
Non-cancelable operating lease commitments		143,054		195,762		110,519		115,034		564,369
Purchase obligations		781,559		877,660		403,283		131,404		2,193,906
Minimum required pension funding		19,422		53,033		56,535		104,955		233,945
Postretirement benefit payments		4,271		8,293		7,910		18,457		38,931
Interest payments on fixed and variable rate debt		107,388		134,986		62,585		22,190		327,149
Total contractual cash obligations	$	1,461,231	$	2,045,037	$	1,614,240	$	441,885	$	5,562,393

Interest expense for the year ended December 31, 2016 increased to $70.2 million, compared to $62.9 million for the year ended January 2, 2016. Interest expense increased primarily due to the addition of loan facilities to finance three new vessels.

Income ~~Long-Term Debt~~ Taxes

~~Details~~We recorded an income tax benefit of ~~amounts~~$27.1 million ~~included~~on in$40.7 million ~~long-term~~of ~~debt~~losses ~~can~~from becontinuing ~~found~~operations infor the year ~~Note~~ended December 1231, in2016, ~~the~~reflecting ~~notes~~a to66.7% ~~the~~effective ~~consolidated~~tax ~~financial statements~~rate for the year. ~~ended~~Income ~~January~~tax expense decreased $49.5 3,million ~~2009~~in ~~included~~fiscal 2016 compared to fiscal 2015 primarily due to the tax benefit on the federal securities litigation settlement ~~elsewhere~~and the absence in ~~this~~2016 ~~prospectus.~~of ~~The~~the ~~table~~permanent ~~assumes~~differences ~~that~~between ~~long-term debt~~tax isand ~~held~~financial reporting relating to ~~maturity~~our settlement with appraisal petitioners. The ~~variable~~effective tax rate ~~maturities~~in ~~include amounts~~fiscal ~~payable~~2015 ~~under~~was ~~our~~198.6%. ~~senior~~Our ~~secured~~effective ~~credit~~tax ~~facilities. During~~rate ~~the~~varies ~~half~~significantly ~~year~~from ~~ended~~period to ~~June 20,~~period ~~2009,~~due weto ~~completed~~ the ~~sale~~ level, mix and ~~issuance~~seasonality of ~~$350 million~~earnings ofgenerated ~~13.875% senior notes~~in ~~due~~our ~~March~~various ~~2014~~U.S. and ~~repaid~~foreign jurisdictions. For fiscal 2016, our ~~2009~~income ~~Notes~~tax provision differs from the U.S. Wefederal ~~also~~statutory ~~modified~~ rate applied to our ~~term~~pretax ~~loan~~loss ~~facilities~~primarily indue to operations in foreign jurisdictions that are taxed at different rates than the U.S. federal statutory rate.

We have not provided for U.S. federal income and foreign withholding taxes on approximately $2.2 billion of the excess of the amount for financial reporting over the tax basis of investments that are essentially permanent in duration. Management believes that such excess at December 31, 2016 will remain indefinitely

~~connection~~invested ~~with~~at ~~the~~this ~~issuance~~time. ofAlthough ~~the~~management 13believes that cash generated by our U.~~875%~~S. ~~senior~~operations ~~notes~~will be sufficient to fund U. ~~The~~S. cash ~~amounts~~flow ~~included~~requirements in ~~the~~fiscal ~~table~~2017, ~~above~~if dosignificant differences ~~not~~arise ~~reflect~~between ~~the impact~~our ofanticipated ~~these~~and ~~transactions~~actual earnings estimates and cash flow requirements, we may be required to provide U.S. federal income tax and foreign withholding taxes on a portion of our ~~contractual~~anticipated ~~obligations~~fiscal 2017 foreign earnings ~~including~~which ~~interest~~will ~~payments~~increase our overall tax expense for that year. We have provided U.S. deferred income taxes on $75.0 million of foreign earnings at December 31, 2016.

~~Capital Lease~~See ~~Obligations~~Note 6 to the consolidated financial statements included elsewhere in this prospectus for additional information about our income taxes.

~~Our~~Earnings ~~capital~~(loss) ~~lease~~from ~~obligations~~Equity ~~include~~Method ~~$58.5 million~~Investments related to two vessel leases. The obligations under these leases, which continue through 2024, are denominated in British pound sterling. The lease obligations are presented in U.S. dollars at the exchange rate in effect on January 3, 2009 and therefore will continue to fluctuate based on changes in the exchange rate.

~~Operating Lease~~Earnings ~~Commitments~~(loss) from equity method investments decreased to a loss of $3.4 million for the year ended December 31, 2016 compared to a loss of $0.7 million for the year ended January 2, 2016. The decrease was primarily due to an impairment charge of $4.1 million related to one of our equity investments in North America.

WeDiscontinued ~~have~~Operations obligations under cancelable and non-cancelable operating leases, primarily for land, machinery and equipment, vessels and containers and office and warehouse facilities. The leased assets are used in our operations where leasing offers advantages of operating flexibility and is less expensive than alternate types of funding. A significant portion of our operating lease payments are fixed. Lease payments are charged to operations, primarily through cost of products sold. Total rental expense, including rent related to cancelable and non-cancelable leases, was $204.2 million, $169.2 million and $153 million (net of sublease income of $17.1 million, $16.6 million and $16.4 million) for 2008, 2007 and 2006, respectively.

WeFor ~~modified~~ the ~~terms~~year ofended ~~our~~December 31, ~~corporate~~2016, ~~aircraft~~loss ~~lease~~from ~~agreement during~~discontinued ~~2007.~~operations, ~~The~~net ~~modification~~of ~~primarily~~income ~~extended~~taxes, ~~the~~was ~~lease~~$6.0 million compared to ~~period~~$1.0 million income from ~~2010~~discontinued tooperations ~~2018.~~for ~~Our~~the ~~corporate~~year ~~aircraft~~ended ~~lease~~January 2, ~~agreement~~ 2016. Discontinued operations primarily includes aadjustments ~~residual~~to ~~value~~indemnification ~~guarantee~~accruals ofrecorded upin todiscontinued $4operations primarily for tax related items.~~8 million~~ atThese items are directly related to the ~~termination~~sale of the ~~lease~~Dole inpackaged ~~2018.~~foods Wesegment doand ~~not~~Asia ~~currently anticipate~~fresh ~~any~~business, ~~future~~or ~~payments~~collectively ~~related~~referred to ~~this~~as ~~residual~~Dole ~~value guarantee~~Asia, to ITOCHU Corporation during 2013 for $1. 69 billion.

~~Purchase Obligations~~ Fiscal Year 2015 Compared to Fiscal Year 2014

InSelected ~~order~~results to secure sufficient product to meet demand and to supplement our own production, we enter into non-cancelable agreements with independent growers, primarily in Latin America and North America, to purchase substantially all of ~~their production~~operations ~~subject~~for tothe ~~market demand and product quality. Prices under these agreements are generally tied to prevailing market rates and contract terms range from one to ten~~ years. ~~Total purchases~~ended ~~under these agreements were $658.8~~January ~~million~~2, ~~$564.5 million~~ 2016 and ~~$474.5~~January ~~million~~3, ~~for~~2015 ~~2008,~~were ~~2007~~as ~~and 2006,~~follows: ~~respectively.~~

In order to ensure a steady supply of packing supplies and to maximize volume incentive rebates, we enter into contracts for the purchase of packing supplies; some of these contracts run through 2010. Prices under these agreements are generally tied to prevailing market rates. Purchases under these contracts for 2008, 2007 and 2006 were approximately $292.6 million, $272.7 million and $207.6 million, respectively.


	Year Ended
	January 2, 2016			January 3, 2015
	(In thousands)
Revenues, net	$	4,646,413		$	4,786,420
Cost of products sold		(4,309,160	)		(4,452,921	)
Gross profit		337,253			333,499
Selling, marketing and general and administrative expenses		(234,126	)		(248,664	)
Merger transaction, litigation settlement and other related costs		(67,275	)		(4,345	)
Gain on asset sales		19,755			14,029
Operating income		55,607			94,519
Other income (expense), net		13,534			19,396
Interest income		5,036			4,168
Interest expense		(62,937	)		(63,798	)
Income taxes		(22,319	)		28,992
Earnings (loss) from equity method investments		(735	)		657
Income (loss) from continuing operations, net of income taxes		(11,814	)		83,934
Income (loss) from discontinued operations, net of income taxes		1,031			(18,853	)
Net income (loss)		(10,783	)		65,081
Less: Net income attributable to noncontrolling interests		(1,380	)		(728	)
Net income (loss) attributable to Dole Food Company, Inc.		(12,163	)		64,353

~~Interest payments~~Revenues ~~on fixed and variable rate debt~~

~~Commitments~~Revenues for ~~interest~~the ~~expense~~year onended ~~debt~~January 2, ~~including~~2016 ~~capital lease~~decreased ~~obligations,~~3% ~~were~~to ~~determined~~$4.65 billion ~~based~~from ~~on anticipated annual average debt balances, after factoring in mandatory debt repayments~~$4.79 billion ~~Interest~~for ~~expense on variable-rate debt has been based on~~ the ~~prevailing~~year ~~interest~~ended ~~rates at~~ January 3, ~~2009.~~ ~~For the secured term loan facilities, interest payments reflect the impact of both the interest rate swap and cross currency swap~~2015. NoThe ~~interest~~decrease ~~payments~~in ~~were~~revenues ~~calculated~~is onmainly ~~the notes payable~~ due to ~~the~~unfavorable ~~short~~foreign ~~term~~currency ~~nature~~exchange ~~of these instruments. The unsecured notes and debentures as well as the secured term loans and revolving credit facility mature at various times between 2009 and 2013.~~

Other Obligations and Commitments

We have obligations with respect to our pension and OPRB plans. During 2008, we did not make any contributions to our qualified U.S. pension plan. Under the minimum funding requirements of the Pension Protection Act of 2006, no contribution was required for fiscal 2008. We expect to contribute $8 million to our U.S. qualified plan in 2009, which is the estimated minimum funding requirement calculated under the Pension Protection Act of 2006. We also have nonqualified U.S. and international pension and OPRB plans. During 2008, we made payments of $25.4 million related to these pension and OPRB plans. We expect to make payments related

tomovements that primarily impacted our ~~other~~Euro Uand Swedish krona denominated revenues by approximately $265.S5 million. Fresh fruit segment revenues decreased 5% or $159.5 ~~and~~million due to the unfavorable foreign ~~pension~~currency movements discussed above, partially offset by higher volumes of bananas and ~~OPRB~~higher ~~plans~~pricing of pineapples. Fresh vegetables segment revenues increased 4% or $1554.78 million inprimarily ~~2009.~~due ~~The~~to ~~table~~higher ~~includes~~pricing ~~pension~~ and ~~other~~volumes ~~postretirement~~for ~~payments~~packaged ~~through~~salads, ~~2018~~partially offset by lower pricing of strawberries. ~~See~~Revenues ~~Note~~for fiscal 132014 were also benefited by approximately $85 million due to ~~the consolidated~~an ~~financial~~additional ~~statements~~week ~~for~~as ~~the~~a ~~year~~result ~~ended~~of a 53-week ~~January 3~~year, ~~2009~~as ~~included~~compared into ~~this~~a ~~prospectus~~52-week year in fiscal 2015.

WeCost ~~have numerous collective bargaining agreements with various unions covering approximately 35%~~ of ~~our~~Products ~~hourly~~Sold full-time and seasonal employees. Of the unionized employees, 35% are covered under a collective bargaining agreement that will expire within one year and the remaining 65% are covered under collective bargaining agreements expiring beyond the upcoming year. These agreements are subject to periodic negotiation and renewal. Failure to renew any of these collective bargaining agreements may result in a strike or work stoppage; however management does not expect that the outcome of these negotiations and renewals will have a material adverse impact on our financial condition or results of operations.

WeCost ~~had~~of ~~approximately~~products sold for the year ended January 2, 2016 decreased 3% to $~~143~~4.31 ~~million~~billion offrom ~~total~~$4.45 billion ~~gross unrecognized~~for ~~tax~~the ~~benefits~~year ended January 3, ~~including~~2015. ~~interest~~The ~~that~~decrease iswas ~~not included~~due to lower costs in ~~the~~our ~~table~~fresh ~~above,~~fruit ~~based~~segment. Fresh fruit costs benefited from lower fuel prices which contributed to lower worldwide shipping costs on ~~Financial~~a ~~Accounting~~per box basis. In addition, net favorable foreign ~~Standards~~currency ~~Board~~exchange ~~Interpretation~~movements Noof $170.4 48million, ~~Accounting~~primarily ~~for Uncertainty~~from inthe ~~Income~~euro ~~Taxes-an~~and ~~Interpretation~~Swedish krona resulted in lower cost of ~~FASB~~products ~~Statement No~~sold. ~~109,~~ orThese ~~FIN 48.~~lower ~~The~~costs ~~timing~~were ofpartially ~~any~~offset ~~payments which~~by ~~could~~higher ~~result~~pineapple ~~from~~fruit ~~these~~costs ~~unrecognized~~due ~~tax~~to ~~benefits~~heavy ~~will~~rains in Costa Rica adversely ~~depend~~impacting ongrowing aconditions ~~number~~and crop yields. Fresh vegetables cost of ~~factors,~~products ~~and~~sold ~~accordingly~~were ~~the~~higher ~~amount~~primarily ~~and timing~~as a result of ~~any~~an ~~future~~increase ~~payments~~in ~~cannot~~packaged besalads ~~reasonably~~sales ~~estimated.~~volumes ~~We do~~of ~~not~~5% ~~expect~~in fiscal 2015. Despite a ~~significant~~decrease ~~tax~~in ~~payment~~fresh-packed ~~related~~sales tovolumes ~~these~~of 9%, ~~benefits~~costs ~~within~~increased ~~the~~due ~~next~~to ~~year.~~poor ~~See~~weather ~~Note 7~~and growing conditions in the ~~notes~~United ~~to the~~States. ~~consolidated~~In ~~financial~~addition, ~~statements~~cost ~~for~~of ~~the~~products ~~year~~sold ~~ended January~~in fiscal 3,2014 ~~2009~~was ~~included~~impacted ~~elsewhere~~by in$38.8 million ~~this~~of ~~prospectus~~primarily ~~for~~higher inventory costs due to the application of acquisition ~~additional~~accounting ~~information~~in ~~regarding~~connection ~~income~~with ~~taxes~~the Merger.

~~Guarantees~~Selling, ~~Contingencies~~ Marketing and ~~Debt~~General ~~Covenants~~ and Administrative Expenses

WeSMG&A ~~are~~expenses afor ~~guarantor~~the ofyear ~~indebtedness~~ended ofJanuary 2, ~~some~~2016 ofdecreased ~~our~~6% ~~key~~to ~~fruit suppliers~~$234.1 million ~~and~~from ~~other~~$248.7 million ~~entities~~for ~~integral~~the toyear ~~our operations. At~~ended ~~June~~January 203, ~~2009,~~2015. ~~guarantees~~The ofdecrease is primarily due to $122.82 million ~~consisted primarily~~ of ~~amounts~~restructuring ~~advanced~~charges ~~under~~recorded ~~third-party~~in ~~bank~~SMG&A ~~agreements to~~expenses ~~independent~~during ~~growers~~fiscal 2014 ~~that~~with ~~supply~~no uscorresponding ~~with~~amounts ~~product.~~incurred Weduring ~~have~~fiscal 2015, ~~not historically~~partially ~~experienced~~offset ~~any~~by ~~significant~~higher marketing ~~losses~~costs ~~associated~~in ~~with these~~our ~~guarantees~~fresh vegetables segment.

WeMerger ~~issue letters of credit and bank guarantees through our ABL revolver and its pre-funded letter of credit facilities~~Transaction, ~~and,~~Litigation ~~in addition,~~Settlement ~~separately through major banking institutions. We also provide insurance company issued bonds. These letters of credit, bank guarantees~~ and ~~insurance~~Other ~~company~~Related ~~bonds~~Costs are required by certain regulatory authorities, suppliers and other operating agreements. As of June 20, 2009, total letters of credit, bank guarantees and bonds outstanding under these arrangements were $205.7 million, of which $97 million were issued under our pre-funded letter of credit facility.

WeMerger ~~also~~transaction, ~~provide~~litigation ~~various~~settlement ~~guarantees,~~and ~~mostly~~other torelated ~~foreign~~costs ~~banks,~~for in the ~~course~~year ofended ~~our~~January 2, ~~normal~~2016 ~~business~~increased ~~operations~~ to ~~support~~$67.3 million ~~the~~from ~~borrowings,~~$4.3 million ~~leases~~for ~~and~~the ~~other~~year ~~obligations~~ended ofJanuary 3, ~~our subsidiaries~~2015. ~~We guaranteed~~The ~~$213.2 million~~increase ofis ~~our~~due ~~subsidiaries’ obligations~~ to ~~their~~the ~~suppliers~~settlement ~~and~~of ~~other~~the ~~third~~Delaware ~~parties~~Court as of ~~June 20,~~ ~~2009~~Chancery lawsuit during fiscal 2015.

WeGain ~~have~~on ~~change~~Asset ofSales control agreements with certain key executives, under which severance payments and benefits would become payable in the event of specified terminations of employment following a change of control (as defined) of the Company. See “Executive Compensation” for additional information concerning the change of control agreements.

Gain Ason ~~disclosed~~asset insales ~~Note 11 in the notes to the consolidated financial statements~~ for the ~~quarter and half~~ year ended ~~June~~ January 202, ~~2009~~2016 ~~included~~increased in41% ~~this prospectus, we are subject~~ to ~~legal~~$19.8 million ~~actions,~~from ~~most~~$14.0 million ~~notably~~for ~~related to our prior use of~~ the ~~agricultural~~ ~~chemical~~year ~~dibromochloropropane~~ended January 3, ~~or DBCP~~2015. ~~Although~~The ~~no assurance~~increase ~~can~~was bedue ~~given~~to ~~concerning~~ the ~~outcome~~collection of ~~these~~an ~~cases,~~earn out in ~~the~~ ~~opinion~~fiscal 2015 ofrelated ~~management,~~to ~~after~~the ~~consultation with legal counsel~~sale ~~and~~of ~~based on past experience defending and settling DBCP claims, the pending lawsuits are not expected to have~~ a ~~material~~German ~~adverse effect~~subsidiary onin ~~our business, financial condition or results of operations~~2012.

~~Provisions~~Other ~~under our senior secured credit facilities and the indentures to the senior notes and debentures require us to comply with certain covenants. These covenants include limitations on~~Income, ~~among~~Net other things, indebtedness, investments, loans to subsidiaries, employees and third parties, the issuance of guarantees and the payment of dividends, some of which are discussed in further detail below. We could borrow approximately an additional $320 million at January 3, 2009 and remain within these covenants; this figure represents the unused

For the year ended January 2, 2016, other income (expense), net was $13.5 million, compared to $19.4 million for the year ended January 3, 2015. The decrease in other income was primarily attributable to $2.7 million of lower foreign currency exchange gains on foreign currency denominated intercompany borrowings, higher refinancing charges of $1.7 million, and $1.3 million of lower investment gains on investment holdings held in rabbi trust for executive benefit plans.

Interest Expense

Interest expense for the year ended January 2, 2016 decreased slightly to $62.9 million, compared to $63.8 million for the year ended January 3, 2015. Interest expense decreased primarily due to higher capitalized

~~capacity~~interest ~~under~~for ~~our~~the ~~revolving~~construction ~~credit~~of ~~facility~~three ~~plus~~new ~~the~~vessels, ~~unused portion~~offset ofby ~~the~~additional ~~exception~~interest ~~baskets~~due ~~pursuant~~ to the ~~indebtedness covenant~~incremental borrowing of $100 million under ~~our~~the ~~senior~~term ~~secured~~loan ~~credit~~on ~~facilities~~April 16, 2015.

~~Our~~Income ~~senior~~Taxes secured revolving credit facility contains a “springing covenant,” but that covenant has never been effective and would only become effective if the availability under the revolving credit facility were to fall below $35 million for any eight consecutive business days, which it has never done during the life of such facility. In the event that such availability were to fall below $35 million for such eight consecutive business day period, the “springing covenant” would require that our fixed charge coverage ratio, defined as (x) consolidated EBITDA for the four consecutive fiscal quarters then ending divided by (y) consolidated fixed charges for such four fiscal quarter period, equal or exceed 1.00:1.00. We expect such fixed charge coverage ratio to continue to be in excess of 1.00:1.00. At June 20, 2009, we were in compliance with all applicable covenants contained in the indentures and senior secured credit facilities.

Income tax ~~Effective~~expense ~~concurrently~~for ~~with~~ the ~~closing~~year ofended ~~our~~January 2, ~~2014~~2016 ~~Notes offering,~~increased weby ~~amended~~$51.3 million ~~our~~from ~~senior~~fiscal ~~secured~~2014 ~~credit~~due ~~facilities~~primarily to~~, among~~ ~~other~~the ~~things,~~permanent ~~permit~~differences usbetween tax and financial reporting relating to ~~issue~~our asettlement ~~certain~~with ~~amount~~appraisal petitioners and the absence of ~~junior~~the ~~lien notes~~$28.6 million ~~The~~reduction ~~amendment~~of todeferred ~~the~~tax ~~term~~liabilities ~~loan~~attributable ~~facilities impose~~to a ~~first~~portion ~~priority~~of ~~secured~~the ~~leverage~~basis ~~maintenance~~difference ~~covenant~~(financial ~~on us,~~reporting ~~which~~basis wein ~~expect~~excess toof ~~continue~~tax tobasis) bein ~~able~~one toof ~~satisfy~~our foreign subsidiaries. ~~This requires~~As usa toresult ~~keep~~of ~~our~~the ~~first~~sale ~~priority~~of ~~senior~~our ~~secured~~40% ~~leverage~~ownership ~~ratio~~interest atin orCompagnie ~~below:~~Financiere ~~3.25~~de toParticipations ~~1.00~~in ~~as of~~ the ~~last~~second ~~day~~quarter of ~~the~~ fiscal ~~quarters~~ ~~ending March 28~~2014, ~~2009~~this ~~through~~basis ~~October 10, 2009;~~difference ~~3.00~~was toconsidered ~~1.00~~essentially aspermanent ofin duration and the ~~last~~deferred ~~day~~tax ofliabilities ~~the~~were ~~fiscal~~no ~~quarters ending~~longer ~~January 2,~~necessary. ~~2010~~The ~~through~~effective ~~March 26,~~tax ~~2011;~~rate ~~2.75~~in to2014 1was (53.004%). asFor offiscal ~~the~~2015, ~~last~~our ~~day~~income oftax ~~the~~provision ~~fiscal~~differed ~~quarters~~from ~~ending June~~the U.S. ~~18,~~federal ~~2011~~statutory ~~through~~rate ~~March 24,~~applied ~~2012;~~to ~~and~~our ~~2.50~~pretax toincome ~~1.00 as~~due ofto the ~~last~~permanent ~~day~~differences ofbetween ~~the~~tax ~~fiscal~~and ~~quarters~~financial ~~ending~~reporting ~~June 16, 2012~~relating ~~through~~to ~~March 23,~~our ~~2013.~~settlement ~~The~~with ~~first~~appraisal petitioners ~~priority~~and ~~senior secured~~an ~~leverage~~increase ~~ratio,~~in ~~for~~our ~~each~~liabilities ~~such~~for ~~date,~~uncertain istax ~~the~~positions ~~ratio~~primarily ofrelating ~~our Consolidated~~to ~~First~~U.S. audit ~~Priority~~settlements. ~~Secured~~For ~~Debt~~fiscal to2014, our ~~Consolidated EBITDA~~income ~~(as~~tax ~~such~~provision ~~terms~~differed ~~are~~from ~~defined~~the inU.S. federal ~~the~~statutory ~~amended~~rate ~~senior~~applied ~~secured term~~to ~~credit~~our ~~facility)~~pretax ~~for~~income primarily due to the ~~four~~$28.6 million ~~consecutive~~reduction ~~fiscal~~of ~~quarter period~~deferred ~~most~~tax ~~recently~~liabilities ~~ended~~attributable onto ora ~~prior~~portion toof ~~such~~the ~~date.~~basis ~~At June 20,~~(financial ~~2009,~~reporting ~~the~~basis ~~first~~in ~~priority~~excess ~~senior~~of ~~secured~~tax ~~leverage ratio~~basis) ~~was~~in ~~less~~one ~~than~~of ~~2.25~~our toforeign 1subsidiaries.~~00.~~

~~Pursuant~~Earnings ~~to the indenture governing our 2014 Notes, we cannot incur indebtedness, other than “Permitted Indebtedness”~~ (~~as defined in the indenture~~loss), ~~unless,~~from ~~before and~~Equity ~~after~~Method ~~giving~~Investments effect to the proposed indebtedness, our consolidated fixed charge coverage ratio exceeds 2.0:1.0. As of June 20, 2009, that ratio was approximately 2.45 to 1.00. Pursuant to our senior secured credit facilities, we cannot incur indebtedness, other than “Permitted Indebtedness” (as defined in the credit facilities), unless, before and after giving effect to the proposed indebtedness, the total leverage ratio at such time does not exceed 5.50:1.00 (as of June 20, 2009, it was approximately 4.5:1.0, excluding the effect of our discontinued, and now sold, fresh-cut flowers business); (ii) the Senior Secured Leverage Ratio at such time does not exceed 3.00:1.00 (as of June 20, 2009, it was less than 3.00:1.00).

~~Pursuant~~Earnings ~~to the indenture governing our 2014 Notes, we also cannot pay a dividend~~ (~~other~~loss) ~~than~~from aequity ~~stock~~method ~~dividend~~investments ~~payable~~decreased ~~in qualified~~to ~~capital stock) if there is~~ a ~~continuing~~loss ~~default or event~~ of ~~default, if our consolidated fixed charge coverage ratio would be less than or equal to 2.~~$0:1.~~0 (as of June~~7 ~~20,~~million ~~2009,~~for ~~that ratio exceeded 2.45:1.00), or if~~ the ~~sum~~ ofyear ~~all~~ended ~~dividends paid after March~~January 182, ~~2009~~2016 ~~would~~compared ~~exceed~~to a ~~the~~gain ~~sum~~ of: $150.7 million; ~~plus~~for ~~(after~~the ~~our~~year ~~2010~~ended ~~Notes are no longer outstanding, and only if our consolidated leverage ratio would be less than or equal to 4.00:1.00 (at June~~January 203, ~~2009, that ratio was approximately 4~~2015.~~50:1.0))~~ ~~50%~~The ofdecrease ~~our~~is ~~cumulative consolidated~~primarily ~~net~~due ~~income (or, if negative, 100% of such loss) beginning March 29, 2009; plus 100% of the value of any contribution~~ to ~~capital~~lower ~~received~~earnings ~~or proceeds~~ from ~~the~~our ~~issuance of qualified capital stock (or, from the sale of warrants, options, or other rights to acquire the same); plus 100% of the net cash proceeds of any~~ equity ~~contribution received from a holder of our capital stock; plus the aggregate amount returned in cash on or with respect to~~ investments ~~(other than “Permitted Investments,” as defined~~ in ~~the~~Latin ~~indenture) made after March 18~~America, ~~2009;~~and ~~plus~~ the ~~value~~sale ~~we receive from the disposition~~ of ~~all~~Compagnie orFinanciere ~~any~~de ~~portion~~Participations ofduring such investments; plus the fair market value of any unrestricted subsidiary that is redesignated as a restricted subsidiary. We currently expect that as a result of these provisions the amount of dividends that we will be able to pay from Marchfiscal ~~18, 2009 through the end of 2009 will be limited to no more than $15 million~~2014. ~~As of August 4, 2009, we had paid aggregate dividends of $10 million since March 18, 2009.~~

~~With~~Discontinued ~~respect~~Operations to limitations on asset sales, we are permitted by our senior secured credit facilities and our note and debenture indentures to sell up to $150 million of any of our assets in any fiscal year, and we are permitted to sell an unlimited amount of additional assets that are not material to the operations of Dole Food Company, Inc. and its subsidiaries, so long as we comply, on a pro forma basis, with the first priority senior secured leverage ratio test set forth in the preceding paragraph, as of the last day of the most recently completed four fiscal quarter test period for

For the year ended January 2, 2016, income from discontinued operations, net of income taxes, was $1.0 million compared to $18.9 million loss from discontinued operations for the year ended January 3, 2015. Discontinued operations primarily includes adjustments to indemnification accruals recorded in discontinued operations primarily for tax related items. These items are directly related to the sale of Dole Asia to ITOCHU Corporation in 2013 for $1.69 billion.

Segment Results—Fiscal Year 2016 Compared to Fiscal Year 2015

Selected segment results of operations for the years ended December 31, 2016 and January 2, 2016 were as follows.

Revenues:


	Year Ended
	December 31, 2016		January 2, 2016
	(In thousands)
Fresh fruit	$	3,000,830	$	2,909,586
Fresh vegetables		1,129,980		1,381,033
Other		375,831		354,274
Corporate		621		1,520

	$	4,507,262	$	4,646,413

~~which~~EBIT1: financial statements are available. In general, 75% of any asset sale proceeds must be in the form of cash, cash equivalents or replacement assets, and the proceeds must be reinvested in the business within 12 months (pending which they may be used to repay revolving debt), in the case of asset sales of up to $100 million per year, or used to permanently pay down term debt or revolving debt under our senior secured credit facilities.

A breach of a covenant or other provision in a debt instrument governing our current or future indebtedness could result in a default under that instrument and, due to cross-default and cross-acceleration provisions, could result in a default under our other debt instruments. Upon the occurrence of an event of default under the senior secured credit facilities or other debt instrument, the lenders or holders of such other debt instruments 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 indebtedness were to accelerate the payment of the indebtedness, we cannot give assurance that our assets or cash flow would be sufficient to repay in full our outstanding indebtedness, in which event we likely would seek reorganization or protection under bankruptcy or other, similar laws.


	Year Ended
	December 31, 2016			January 2, 2016
	(In thousands)
Fresh fruit EBIT	$	163,969		$	120,639
Fresh vegetables EBIT		(42,006	)		54,852
Other EBIT		(102	)		476
Corporate EBIT		(95,753	)		(102,525	)

1 Our ~~7.25% senior~~chief ~~notes~~operating ~~are~~decision ~~due on June 15~~maker, ~~2010,~~ or ~~2010~~ ~~Notes. At present~~CODM, ~~$363 million~~and inmanagement ~~principal~~evaluate ~~amount~~and ~~of these~~monitor ~~senior~~segment ~~notes~~performance ~~are~~primarily ~~outstanding.~~through Ifearnings webefore ~~are~~interest ~~not~~expense ~~able~~and toincome ~~pay off~~taxes orbefore ~~refinance~~discontinued ~~the 2010 Notes~~operations, ~~and some~~ or ~~all~~EBIT. ofEBIT ~~the~~is ~~2010 Notes~~calculated ~~remain~~by ~~outstanding~~adding ~~after~~interest ~~their~~expense ~~maturity~~and ~~date,~~income antaxes ~~event~~to ~~of default~~income ~~would~~(loss) ~~occur~~from ~~under~~continuing ~~the~~operations, ~~indenture~~net ~~governing~~of ~~the~~income ~~2010 Notes~~taxes. IfManagement ~~such~~believes anthat ~~event~~segment ofEBIT ~~default~~provides ~~were~~useful toinformation ~~occur,~~for itanalyzing ~~would constitute an event of default under~~ the ~~cross-default provisions~~underlying ofbusiness ~~our~~results ~~other senior notes~~ and ~~debentures~~is ~~indentures and~~a ofmetric ~~our~~for ~~senior~~investors ~~secured~~to ~~credit~~evaluate ~~facilities, in which event~~ the ~~indenture~~ ~~trustee~~financial orresults ~~holders~~ of ateach ~~least~~segment ~~25%~~in ofrelation the senior notes or debentures of any series, or lenders representing more than 50% of our senior secured term credit facility or more than 50% of our senior secured revolving debt facility could give notice of acceleration with respect to ~~such~~Dole ~~series or facility,~~ as ~~appropriate,~~ ina ~~which event we likely would seek reorganization or protection under bankruptcy or other, similar laws~~whole.

~~Critical Accounting~~Fresh ~~Policies~~Fruit ~~and Estimates~~

~~The~~Fresh ~~preparation~~fruit ofrevenues for the ~~consolidated~~year ~~financial~~ended ~~statements included~~December 31, ~~elsewhere~~2016 inincreased ~~this~~to ~~prospectus~~$3.0 billion ~~requires~~from ~~management~~$2.91 billion ~~to make~~

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